Filling the Void
by Suihanki
Summary: Chell wakes to the sound of a familiar voice at her door, and must decide how to react when she confirms that it's Wheatley. After being transferred in to a human body by GLaDOS, he has to learn how to survive in a foreign world. Chell helps Wheatley figure out how to exist outside of Aperture, while still learning how herself. Contains spanking. May become romance later, not sure!
1. Empty Space

**AUTHOR'S NOTE**

Hi, it's been a while! Man, have I been on an adventure the past three weeks. Bit of an explanation, here, so if you don't want to read it just go on ahead and skip down to below the line, to the story! I was lucky enough to gain a sit down job about six months ago, and the narcotics I was using to treat the EDS pain were messing with my heart... so I told the doctor I don't want them anymore. Been weaning off for months, but the final drop to 0mg was devastating - immediate severe opiate withdrawal, on top of other already present health issues. It's been a wild ride, one I'm actually still on as I write this.

Almost every video game I've tried to play has just frustrated me to tears, either because I felt too ill to play or was too frustrated to play a game where I was in constant combat. I couldn't even touch Dragon's Dogma, haha. I finished Portal last year, and decided that now would be the perfect time to give Portal 2 a try. Challenging, so it keeps your mind busy, but slow paced with no real timer, most of the time. Cue my latest obsession.

I really did not think that this fic was going to be a thing. I am still constantly asking myself how this became a thing I wanted to write, because it wasn't always. When I finished the second game, my husband saw how much I liked it and asked me if I planned on writing a fic about it, and I said no, and I meant it. Told him I couldn't really see it fitting in to what I usually write about. His response was, "nah, you're gonna write one... about butts." To which I promptly insisted I wouldn't. He was right... and he's SUCH a good man for not saying "I told you so"! Then I found the internet... and the whole human Wheatley niche. I fell fast, haha. Yes, I know it's been five years since the last game was released, and human Wheatley has been done to death. I know it's not my most original idea, however, I don't care. Both playing Portal and writing this fic have gotten me through something so horrible I didn't think I'd pull through it in one piece. I'm decently happy with this chapter, but so far, I'm very happy with Chapter Two... and for once in my life I have a ton of ideas for future chapters.

I've proofread everything a ton of times, but I am pretty sick, so please be patient with me! I hope you guys enjoy reading this one even a fraction of how much I enjoyed writing it.

 **EDIT:** Soooo... I originally wrote this chapter three days in to my withdrawal... and I just didn't like it. I ended up re-writing it... and then promptly uploaded the old one! I just fixed it, haha.

* * *

 _"GRAB ME, GRAB ME, GRAB ME, GRAB MEEE!"_

Wheatley flung upright in his bed, gasping for air and frantically grabbing at the sheets. He was drenched in sweat and lightly trembling, trying to get his grip on reality back. These dream things were really becoming a pain - he'd been having them almost every night for six months. Just as he began to get cemented back in to reality, he noticed the huge, white sphere hovering just outside of his window. Wheatley gasped and instinctively flung his body off of the bed, landing with a loud thud and a bit of a yelp.

He hurried to push himself back in to the nearest corner, his rather long limbs tangling up in the process and drastically slowing him down, but he eventually got there. He whimpered, shutting his eyes tightly as he saw the moon a second time, trying to shove himself even further in to the corner. All he could hear in his head was the loud whooshing sound of being sucked out in to the vacuum of space, followed by deafening and painful silence. Everything was so empty, so unfathomably vast and terrifying. He couldn't even seem to hear Space Sphere right now, all he could think about was the silence. In this moment he was back there again... alone, scared, and sorry.

Wheatley was partially yanked back in to reality by gentle fingers weaving through his newly acquired hair. He flinched a bit, looking up and seeing a Chell shaped blur in front of him. Stupid human eyes, with their stupid imperfections and stupid glasses. He didn't know how to react to her presence. On one hand, he was happy to realize he was not, in fact, floating in space... but on the other hand, Chell had never given him much more than a pat on the back, in his time here. Sure, they were on friendly terms, now, but Wheatley didn't think it would be appreciated if he just grabbed on to her like he wanted to, right now. He was speechless, just staring up at her, eyes occasionally darting around the room as he tried to completely pull himself out of this nightmare that he seemed to have one foot inside of.

Wheatley flinched as he saw her reach out, before going still as she rubbed her hand up and down his arm. He trembled for a moment, before reaching out with both hands and latching on to her sleeves. He couldn't help himself anymore. Wheatley hung on tightly, like he was trying not to fly away for a second time. He looked over her shoulder worriedly at the window, staring at the moon, as if trying to wish it away. He wanted to talk all of this away, like he usually did, but he was so upset he just didn't know how. That seemed to be happening to him a lot, since getting this body.

He whimpered and hung on tighter when he felt her try to pull her arms away. She let out a soft, sad sigh, squeezing his forearms. 'Let go,' he assumed she was saying. He shut his eyes tightly, letting go of her arms and pushing himself further back in to the corner, or at least trying to. Soon, he could feel shifting on the old floorboards, and heard the sound of the curtains closing. Wheatley slowly cracked open one eye, noticing that Chell had hidden the moon from their view. She knew. Of course she bloody knew, she always knew everything. He often thought he was being sneaky, but she always figured him out, like some kind of puzzle. It frustrated him - he didn't _want_ her to know. He didn't _deserve_ to be traumatized by his time in space.

Chell came back over to him, reaching down with both arms and trying to help him up. He shakily got to his feet, knees wobbling... he could still feel his heart beating heavily with anxiety. She motioned for him to lay down, and he stared at the bed hesitantly before slowly crawling in to it and laying down on his back. As she draped the blanket over him, he began to feel the panic rising in his chest, again. The emptiness, the space, was just all around him. He hung on tightly to the sheets, fear etched all over his face, though he didn't know that it was that obvious.

Wheatley could see her standing over him, not sure why she was still there. He looked at her in confusion as she sat down next to him, swinging her legs up on to the bed and resting her back against the headboard. Before he could ask her what she was doing, she reached over and pulled on his left shoulder. At first he couldn't understand just what it is she wanted, but as she kept pulling he began to realize that she wanted him to lay on his side. Odd. He did as she 'asked', rolling on to his side and latching back on to the sheets. Before he had much time to think, Chell was reaching behind his back and pulling him closer, until his head was on her lap.

The empty space was dissolving, and Wheatley was beginning to feel anchored down, again. His shoulders finally loosened a bit, and it was easier to breathe. It took a moment for him to understand the significance of what had just happened, once he felt calmer. This was huge, Wheatley assumed. He didn't know much about humans, their limits, or their... folklore, but he felt like this had to be a huge step for Chell. Maybe she'd forgiven him? No, that wasn't possible - he didn't think it would ever be possible. That was alright, he didn't deserve it.

Wheatley bit down on his lip, tearing up and trying to mask the emotion in his voice. "Sorry, I'm sorry. You were, you were fast asleep, probably, and here I am waking you up," he twittered, "I'm fine, really, I'm alright. Was just one of those... nightmare things, nothing serious. Nothing to write home about. Just a... just a dream. About Aperture." He heard her let out a sad little sigh that plainly said she wasn't buying that. There was a pause before he finally admitted, "alright, okay, it was about the moon. Not that you should think I'm cross, no, about the moon! No, not like I gave you much of a choice, did I? With the... the bombs, and the neurotoxin, and the, the mashy spike plates." He laughed nervously, trying to sound nonchalant, before clamming right back up, like before.

He felt her reach up and begin to pet the sticky hair off of his forehead, before carding his fingers through his hair gently. The fact that she responded so gently dug deeply in to him, and made the lump in his throat begin climbing. He buried his face down in to her lap, letting out a tiny sound of frustration, followed by a quiet sob. He whimpered as she smoothed her hand over his back in an effort to comfort him, before giving in and crying softly in to her lap. Between sobs he could hear her making soft shushing sounds. These sounds were the closest Wheatley had ever gotten to hearing her speak. Despite her attempts at comfort, Wheatley found himself continuing to cry, angry at himself for not being able to stop. Angry at himself for many things, like his nightmares, and his inability to hide his fear of the moon from Chell.

The longer he cried, the harder it became to continue said crying... as the fingers in his hair and the hand on his back were making it difficult to continue. Oh, he was so tired, and his eyes burned. Maybe if he closed them, just for a bit, they would stop burning. Just for a bit.

* * *

 **AUTHOR'S NOTE**

I know, this was a rather small chapter, for me, but it just felt like enough at the time. The next chapter is significantly longer, with more dialogue.

Thanks for reading!  
Johnna


	2. Just a Moron

**AUTHOR'S NOTE**

Hi, me again!

I'm pretty happy with most parts of this chapter. To be honest, writing this fic has taught me a lot about just how much the narcotics were taking from me. Writing this felt a lot easier than writing has felt in years - it's like a dirty filter has been taken out of my brain and I can finally think. It's amazing. Sure, the withdrawal is miserable but it's finally gotten just better enough that I'm beginning to notice the benefits of having those opiates out of my system. This fic will always be the one that reminds me of the time I got my mind back.

I don't necessarily think this is the best _written_ thing I've made... but it's _different_ than what I usually make. I actually didn't know I could even _do_ different. Well, one step closer to stepping outside the box. Thanks for reading, you guys.

* * *

 _"Hello?" Hello, is there... is there anyone in there?" Chell slowly stirred from her nap on the couch, jumping to her feet when she heard knocking on her door. She was not used to visitors and there was something about this voice that yanked her straight in to action mode, hackles raised. It seemed oddly familiar, this voice pulling her out of sleep. She looked out the window, noticing it was dark - how long was she napping?_

 _"I'm terribly sorry, I realize just how late it is. I'm sure most humans would be doing that sleeping thing I've heard so much about," the voice went on to say, rambling on, "you know, since it's dark, and since you... probably don't have a built in torch. Anyway, sorry, sorry, I digress. It's um, it's very cold... out here. I was wondering if... if it might possibly be alright with you if I came in?"_

 _That voice was familiar... but different. The pitch was just a slight higher, but the accent and way of speaking were impossible to miss. No. She forced her body to move forward, staring at the baseball bat by her door before snatching it up and placing her hand on the door knob._

 _"Hello?" the voice called out, "there's no one in there, is there? Bugger that. I've just been talking to myself this entire time, figures, I-"_

 _The voice instantly went silent when the door swung open. Chell took a look at the person standing on her porch - it wasn't what she'd expected to see, but she knew beyond a shadow of a doubt that this was Wheatley. He stood much taller than her, definitely at least six foot three, and that made her nervous. This look almost suited him - messy, dirty blonde hair, blue eyes, glasses, awkward stance. She felt a small pang of sympathy when she saw that he was in an Aperture jumpsuit - she wondered what he'd been put through before coming here. Still, though... she kept the baseball bat held to her side, looking out at him nervously._

 _He smiled widely when she opened the door, "hello there! Terribly sorry to, t-to disturb you." He was visibly shivering. It was late November in the upper peninsula of Michigan, and his thin jumpsuit did little to protect him from the elements. "I was wondering if you mi-" Wheatley stopped mid sentence, eyes flying open widely when he finally slowed down enough to realize who had opened the door. He never even saw the bat, just took one single look at her face and stumbled backward, tripping off of the large, wrap around porch and in to the thin layer of snow on the ground. She flinched a bit as he fell, slipping on her slippers and walking down the stairs to check on him. He stared up at her, eyes wide with fear as she approached him. He immediately began pushing himself backward through the snow, rushing bewilderedly, "I'm s-sorry, I'm sorry, I didn't know this was your house!" Of course it was her house... it was the only house within several miles. Plus, Chell wasn't ready to live around a lot of people yet. She watched as his eyes finally scanned down and saw the bat. He panicked, chest heaving from the emotions and the cold air, "l-lady, listen I... I'm sorry! I, I never planned for this to happen! I thought, earlier today, I thought I'd still be drifting in s-space by this time tonight but She-" Wheatley's mouth suddenly screwed shut for a moment, before he hurried to say, shakily, "that doesn't matter right now."_

 _Chell frowned, knowing that look. Something horrible had happened to him. She saw the way he looked up at her - he was terrified. Of her. He was a head taller than her and he was cowering on the ground. She sighed, setting the bat down on the porch and approaching him again._

 _He shoved himself further back in the snow, lifting his arm to cover his face and saying in a very small, panicked voice, "p-please I, I-I'm sorry! If I'd had it my way I'd still be flying around the moon, I s-swear! I... it's what I deserved, I know that, r-really!"_

 _Chell sighed, crouching down in front of him and placing a gentle hand on his shoulder. He yelped, yanking himself back and making small, unfamiliar noises in to his arm. Was... was he crying? That's what it sounded like._

 _"I w-was bossy, and monstrous, and I t-tried to kill you," Wheatley said, letting out a small cry before going on, "and I'm s-sorry, and I wouldn't blame you if you saw fit to, to kill me, but I'm hoping, just a bit, that you d-don't!" He broke down now, just crying and repeating "I'm sorry," over and over._

 _Chell stared at him for a moment, studying him. He seemed sincere, and very messed up. As much as she was still very angry with him, she couldn't just leave him out here to die. Damn it. Chell wasn't a murderer or a monster like She would have said. She needed to get him inside and warmed up, and he'd never follow her if he was scared of her. She didn't think she could physically force him inside. Chell reached out and gently laid a hand on top of his head. He flinched, but she kept it there, carefully petting his hair back to convey that she didn't plan on hurting him. He slowly peeled his arm from his face, looking up at her with scared, confused eyes. She tried her best to convey with a very small smile that she was going to help, without conveying forgiveness. She wasn't there yet._

 _He sniffled, body relaxing just a bit when he saw her face. She nodded, standing up and reaching down with both hands, holding them out for him to grab. He looked at her in confusion for a moment, before realizing what she was suggesting. He took his hands and cautiously placed them in to Chell's, allowing her to shakily help him up to his feet. She held on to his wrist, leading him toward the house and grabbing her baseball bat off of the porch. Chell held the door open, gently ushering him inside. As she shut the heavy wooden door behind them, she noted how Wheatley stood there awkwardly, silently. Silent had never been something Wheatley was good at._

 _He must have noticed her staring at him, because he looked down at the floorboards, twittering, "very, very nice place you've got, here. Very warm... and it's lacking that, that disgusting white stuff that was on the ground. Big, big plus, there." He slowly looked up at her, studying her face. As usual, she was stoic and hard to read - which was how she liked it. She sighed, going to her hall closet and pulling out a large down blanket. Most of the things she had, like this blanket, were in the house when she found it. She went back over to him, grabbing his wrist and leading him to the couch. She felt him flinch at her touch - he was still afraid. That was alright, she was too._

 _She reached up and gently pushed down on his shoulder until he was sitting. He fought her at first, not sure what she was doing. Once he was down, though, he blinked in surprise and said, "oh, this is much more comfortable than the floor I was laying on earlier!" Chell bit the inside of her cheeks to keep herself from laughing. She was not ready to laugh in front of him. She shook the blanket out in front of her before reaching around Wheatley's shoulders and draping it over him. He flinched and for a small moment tried to rip himself off of the couch, but after a moment he seemed to realize that he was getting warm. He stared in front of himself for a moment before finally unhunching his tight form and letting his back rest against the back of the couch. "Thank you, that... that's definitely much better," he stammered, before going silent again and staring at the floorboards._

 _Chell went over to the fireplace, grabbing some wood and adding it to the fire. She needed to warm him up as fast as possible - God only knew how long he'd been out there. Aperture was at least an hour's walk from here. When she turned around she saw a very familiar look on his face. She'd recognize it anywhere. Now that he was safe and warm, and far away from Her, his body was finally allowing him to realize the gravity of everything that had happened to him. She knew, because it had happened to her, too. When she dragged herself away from that God forsaken place and to this house, she had broken down for the first time since waking up in Aperture. Safe, where neither GLaDOS nor Wheatley could hear her._

 _She could already see the tension building in his face, the determined look of someone trying to not show weakness. She went over and stiffly sat down next to him on the couch, just occasionally glancing at him out of the corner of her eye. She could see his shoulders tense in an attempt to stop the shaking, and his eyes had gone glassy. She sighed, slowly reaching up and rigidly placing a hand between his shoulder blades. He flinched and she pulled her hand back for just a moment, before putting it back where it was. He flinched again, but more softly. Within a matter of moments his shoulders began shaking more strongly and he was holding back some less than dignified noises. He probably didn't even understand why he was shaking and crying. He probably didn't understand anything. How the hell did this happen? She did vaguely remember Her joking about learning how to reanimate corpses - one of Her many ways of trying to intimidate Chell. Now, she wondered if She wasn't joking._

 _The dam broke - sobs were ripping out of his throat, now, and she could tell that he couldn't stop it. She watched him pull the blanket tighter around himself, hunching over his knees and almost screaming. Chell frowned, keeping her hand on his back and staying silent, awkwardly looking away at the wall. Part of her wanted to be a bigger comfort but the other part of her wanted to kick his sorry ass right back out in to the snow. She didn't know how to properly help him right now without compromising her own integrity. Chell kept her hand on his back, occasionally patting awkwardly, like someone that was bad with children and trying to comfort a crying child._

 _"I don't understand w-why, or how, or w-what-" Wheatley stuttered as he sobbed, not even sure how to finish his sentence. That was alright, Chell thought she got the gist of it. She stayed silent, letting him work all of this out. "Why THIS? Why not that, that room of s-screaming robots She was going on about? She sure seemed to like that idea! Why not just, just kill me? Not that I'm complaining about being alive, I just... I just don't understand..."_

 _He went quiet again, just crying quietly in to the blanket. She supposed he wasn't ready to talk about exactly how She made him human - she wasn't sure if he ever would be. Chell wasn't all that surprised that it bothered Wheatley that he didn't understand Her motives. When it came to Her, ignorance was very scary. She kept awkwardly patting his back, watching him calm down almost as quickly as it had started. He was probably too tired to cry more - he looked like he was half dead. He slowly unhunched himself and leaned back against the couch again. "I think there's something wrong with this body," he mused, voice laced with exhaustion, "there's this stuff coming out of my nose, and my... lips? Keep sticking together..."_

 _It soon dawned on Chell that he likely hadn't had any water since gaining this body, and that he just cried... after walking quite a distance. Well damn, she needed to get some water in him right now. She got up from the couch, grabbing a toilet paper roll from the bathroom before heading to the kitchen. She snatched some bottled water from the package on the floor, heading back in to the living room. She noticed how he perked up, staring at her with big eyes as he said, "oh, oh good, you came back. Was... was a little worried, there, for just a moment."_

 _Chell sighed, sitting down next to him and trying to figure out how to convey these things to him. She ripped off some of the toilet paper, put it to her nose and blew, trying to show him what to do. Chell ripped off a bigger section for him, handing it to him and looking on expectantly._

 _"Uh...?" Wheatley asked, looking confused, not at all understanding why she wanted him to do that. She narrowed her eyes, as if saying 'just do it'. He flinched, "alright, alright... lets give it a go then." He bunched it up to his nose, blowing hard. He looked down at the tissue, recoiling a bit and saying, "oh, oh what IS that?! Is that normal? Am I dying?"_

 _Chell couldn't help but smile a bit at his question. She grabbed more toilet paper and handed it to him, motioning for him to do it again. "Ugh, really?" he asked. She nodded. He sighed, putting it to his face and blowing again. His face relaxed a bit, she could tell he was finally realizing why she told him to do this. "Alright, that's... that's much better, I suppose. Erm, thank you."_

 _She nodded, grabbing the bottle of water and unscrewing it. She put it to her lips, taking a sip to show him what he needed to do. She tried to hand it to him, and he looked at her as if she were trying to kill him. "Are you mad? I shouldn't be within thirty feet of that stuff!" She raised her eyebrow, gesturing at him with her free hand, pointing at his head and then his feet. He was not robotic anymore, he needed this water to live. "Oh, right..." he muttered, having forgotten already. He eyed up the bottle nervously, slowly taking it from her and looking inside of it. "Looks very... wet," he said worriedly, before putting it to his lips and taking the smallest of sips. She watched, waiting for it to register. Within a matter of moments he was downing the entire bottle, a bit too fast, actually. He began to choke, spilling some of it on himself and sputtering a bit as he drank, before he realized he needed to slow down. She gave him a triumphant little smile, like she'd just solved a huge puzzle._

 _"Alright," Wheatley said after finishing the bottle, "I can see why you wanted me to do that, now. Very clever." He sat the empty bottle down, leaning back in to the couch and looking dazed. He must have been exhausted. She could see his eyes getting heavy, but he was fighting it. He knew what sleep was, sure, but she assumed he had no idea what being tired felt like. That was alright, from the looks of it he wouldn't be able to fight it very long._

 _She was right - he was out within minutes. She looked him over, making sure he was out before getting up and heading to the kitchen. She sat down at the table, cradling her face in her hands and getting ready to wait. Not only was she not tired because of her nap, but she didn't think she could sleep with him in the house. She couldn't just leave him out there to die, and sure, he seemed harmless enough... but Chell didn't trust it._

* * *

Chell was in the kitchen, cooking some eggs and toast for the both of them. She zoned out a bit as she watched the eggs sizzle, thinking back to Wheatley's first night here and how much things had changed. He'd changed, she'd changed. It was a lot easier to figure out who you were when Aperture wasn't breathing down your neck, she figured. She'd woken up around an hour prior, and decided not to wake him. He probably needed the extra sleep after that nightmare.

"That smells nice," she heard a voice come from behind her. She turned, smiling a bit when she saw the massive case of bedhead that he had. She turned the stovetop off, grabbing a spatula and flipping the eggs on to two plates. She set the plates on the table, along with a third plate stacked high with toast. She sat down, smiling as he sat down and immediately began shoveling the eggs in to his mouth. Convincing Wheatley that eating was necessary was very difficult the first time, but he'd since grown to seriously love food.

He looked up at her, blinking and asking, "what're you grinning at? Do I have something on my face?" It _had_ happened a few times.

She shook her head, just smiling, and then began eating her own eggs. As she ate she thought back to last night. Wheatley hadn't woken her with a nightmare like that since his first night here. She remembered waking up at the table to the sound of him screaming, that first night, and having to do quite a bit of miming to explain that it was a dream. It had been difficult to calm him down that first night - she was afraid to even touch him half the time, almost as if her hand would burst in to flames if she did. Last night was much easier. She still got nightmares, herself, and she couldn't stand by while he suffered, anymore. It had been enough.

She bet the moon was something that he thought about frequently. He never talked about it, though, which was very strange for Wheatley. She'd stayed awake for quite a while last night after getting him back to sleep, just thinking. She didn't know if she could help him any more than she already had, without speaking. Was she ready for that? After six months, she thought she might be.

There was a long silence, followed by a quiet, "Wheatley."

"Yes, love?" Wheatley asked, before immediately realizing what had just happened. His fork fell out of his fingers and splattered in to his eggs, and he stared up at her like she'd just sprouted an extra head. "Wait, did, did you just talk?" he asked, rushing to say, "I'm not complaining, no, about you talking! Not that it's a bad thing, though, if you can't talk and I was just hearing things. That's it, right? I was just hearing things? Good ol' Wheatley's just not used to these new audio processors."

She smiled a bit as she listened to his rambling, before a tiny smirk came to her face and she said simply, "apple."

He stared at her, mouth agape for a moment, before stuttering, "you... you can talk...?" She nodded, and he went on to exclaim, "that's bloody amazing! Do you have any idea how amazing that is? You were in stasis for a ridiculously long time, and you've not got even the smallest case of brain damage! That's marvelous, just fantastic!" he rambled, before smiling up at her and asking, "how come you never said anything before?"

She could practically see Wheatley as a core in her head as he went on and on about how marvelous this was; she pictured him moving his eye everywhere in his usual animated fashion. He was somehow less animated as a human. She thought on that question for a moment, before saying simply, "I don't speak to people I'm not sure I can trust." She didn't think that would hurt his feelings - she doubted that he expected her to have trusted him, even before he became corrupt. They never really knew each other all that well in Aperture, though she had at least grown to not fear him like she did the rest of, well, everything else in Aperture - too bad that hadn't lasted long.

"Ah, I suppose that makes sense, I-" Wheatley started, before stopping part way through his sentence and murmuring, "...wait. Wait, does that... does that mean you trust me?" Another nod. She watched as a whole slew of emotions ran across his face. Relief, happiness, fear, anger, guilt. He looked down at the table and away from her eyes, before getting to his feet and saying, "I'll um, I'll be right back." She watched as he got up and went straight to his room, shutting the door.

She sighed, giving him a few minutes before deciding that she really shouldn't leave him alone. Chell got up, heading back to his room and knocking on the door. There was a pause, followed by a quiet, "come in". She opened the door, heading inside the room and sitting down next to Wheatley on the bed.

He looked over at her for a short moment before his eyes darted to his lap. "You know, I've been dreaming about hearing you say that, or perhaps pantomime that, for years," he said quietly, "but now that you have..." He didn't seem to know how to describe what he was feeling.

Chell figured that what he was describing was guilt. She frowned, staying quiet for a moment before saying what she felt needed to be said, "Wheatley. I'm sorry that I couldn't think of a different way to get you out of that chassis." She meant that. Wheatley had been here for around half of a year, and in that time it dawned on her that there was something very wrong with that chassis. It seemed to corrupt things - first Caroline, and then Wheatley. After seeing how Wheatley responded to seeing the moon last night, she couldn't help but wish she'd been able to save her own life and somehow gotten him out of there with her.

"...What?" Wheatley asked, voice laced with disbelief, "what on earth are you sorry for?" Before Chell could answer, he was already ranting, "it was hardly your fault, was it? You couldn't have bloody well asked 'hey, Wheatley, I know you're all... evil and such, right now, but do you think you could kindly just pop out of that chassis, there?' I don't think that would have gone over well... pretty, pretty sure I would have used that opportunity to squish you with a mashy spike plate, and then I'd hate myself even more than I already do! So. So... apology not accepted, missy, because you have nothing to apologize for."

Chell watched him sadly as he rambled, taking her hand and putting it over his when he said he hated himself. "No," he said, hesitating before pulling his hand out of hers, "no, just... just... I'm going to take a nap." Wheatley swung his legs up on to the bed and laid down, facing away from Chell.

"Wheatley..." Chell tried, but was soon cut off.

"Sod off!" the former core snapped, for the first time since becoming human.

Chell sighed, getting up off of the bed and heading for the door. Her blood was boiling, all she was trying to do was help. However, the moment she made it to the door she heard him call out, "no, no, I'm sorry! Please, p-please come back I... I didn't mean it. I... I don't know why I thought that was a good idea..."

He sounded so small and sad, and frustrated. It was hard to stay angry. She paused in the doorway, hanging on to the door jam. She heard him shift in the bed, turning to look at her. She could practically feel his eyes in the back of her head, wondering if she'd stay or leave. Wheatley was almost childlike, to her. He had no idea what the hell he was doing, even after all these months. Sure, he'd gotten eating, drinking and walking down pat, but his social skills and ability to cope with negative emotions left a lot to be desired. After living with him for six months, she definitely wanted to help him... but she'd been struggling to figure out how. She hadn't been in to town many times - usually it was only when she needed something she couldn't grow herself, if it was winter, or when she needed something that would spoil. She'd get in and out as fast as possible, not wanting to talk to the people that were so interested in this new face. She did occasionally see a few things, though, while she was being quiet and pretending not to be there, sneaking around behind buildings.

She turned in the doorway to face him, seeing immediate relief in his eyes as she did. Well, it was now or never, she supposed. She put on a determined face and strode across the floor to get to him. He looked worried for a moment, but didn't have much time to react. She reached down, grabbing his ear in a firm grip and pulling up.

"Ow ow ow ow ow, hey!" Wheatley cried out, immediately sitting up in the bed to relieve the pressure on his ear, "that hurts, you know!"

Chell was pleased to see that he no longer assumed she was trying to hurt him, but right now maybe a little pain was needed. She crawled in to the center of the bed, knowing that this was the only place this would work, with his height. She kept a hang on his ear, sitting down with her legs straight in front of her, before yanking him down over her lap. He let out a loud huff as his chest hit the mattress, looking back at her in confusion. She let go of his ear, and he stayed where she'd put him, just asking, "um... what exactly are we doing? Aren't you uncomfortable, with me crushing you?"

"You're not crushing me," Chell assured him, before sighing and saying, "and we're... going to talk."

"Um... I know you're sort of new to this... this whole talking thing," Wheatley said, "and I know I'm decently new to this human thing, but I don't think this is how people usually talk?"

"That's because we're doing a bit more than talking," Chell explained, noticing that her back was already straining to stay sitting upright with someone so much taller than her over her lap. She reached for the head of the bed, grabbing two pillows and wedging them, stacked behind her back. That was much more comfortable.

"What do you mean, a bit more than talki- OW!" Wheatley yelped, jolting a bit as Chell pulled her hand back and landed it on his backside. "You, you hit me!" he proclaimed in very real surprise.

Chell was actually relieved to hear the surprise in his voice. "No, I spanked you," she clarified, "there's a difference."

There was a long pause before Wheatley mused, "it felt like hitting, love."

Chell did her best not to roll her eyes. "I'm sure it did," she said, doing her best to figure out how to word this, "but I... think this might be the only thing I can do that might help, right now."

"Not very clear, really, on how hitting - spanking, me? Will help anything," Wheatley said, looking confused.

Chell sighed, rubbing the bridge of her nose. She had no idea how to verbalize why she felt this would help. This was one of the many reasons she hated talking... her words always became jumbled in her head and before she knew it, they were coming out wrong. She didn't think she could just begin wailing on him before talking to him about it first. She didn't want him reverting back to that terrified lump in the snow. She took a deep breath, before trying, "do you think you might be able to try to trust me? I know what... I'm asking isn't easy."

"I do trust you," Wheatley immediately answered, "didn't, didn't you know that?" There was a long pause - Chell didn't know how to answer that. She really hadn't assumed he trusted her. After all, before becoming human, Wheatley had spent half of his time knowing Chell, well... trying to kill her. When she didn't answer, he hurried to say, "you've never really given me a reason to not trust you. You've always done exactly what you've said you'd do, erm, implied you'd do. No surprises." Well, she was pretty sure he hadn't been expecting her to open a portal to the moon.

"Wheatley..." Chell said in surprise.

"So, if you think whatever this is will help, then I'm willing to try," Wheatley said wearily, "though it seems kind of counterproductive, not really sure how it's meant to help, really. But! But, if you say so, I suppose. You've been human... _quite_ a lot longer than me."

Chell just sat there in shock for a moment, unable to move or speak. That was a huge bomb he just dropped on her. It didn't upset her, like it had Wheatley earlier - it just shocked her. "Alright," she said, "if you're sure." If you're sure? She needed to toughen up a little if she was going to do this - he'd already said yes. Still, something inside her told her to double check.

Wheatley let out a tiny, deep chuckle, "I'm not sure about bloody anything. I'll let you sort all that out, I think."

Chell pursed her lips together, not sure if that made her feel honored or scared. Maybe both. Yes, definitely both. She hoped she wouldn't mess this up. 'Well,' she thought, taking a deep breath, 'here goes nothing.' She pulled her hand back, landing it moderately over the seat of his pajama pants. He yelped a little, jolting - he probably hadn't expected it, despite everything. She knew she'd have to do more than that, but this wasn't easy. Every time he flinched, she could feel it. She noticed how he was already grabbing on to the sheets in anticipation, and her heart clenched. Oh, she hadn't expected this to be so hard.

She looked at her left arm, which was kind of just leaning down in to the bed, and decided she should probably use it for something. She reached over and placed it between his shoulders, gently leaving it there. She could feel him tense, before feeling him relax just a bit - that was the response she was hoping for. Once she was confident he was calm, she pulled her hand back yet again, but didn't stop at one swat this time. It didn't take long before he was squirming over her lap, but was amazingly not trying to get up. She took a short moment to admire that, before taking her left hand off of his shoulders and snaking that arm around his waist, to somewhat hold him in place. She realized, though, that it wasn't only good for holding him in place - he seemed to relax more as she did so.

She kept the swats moderate, not willing to go any harder just yet. He was new to organic pain and the last thing she wanted was to push him too far. "You've been awfully quiet since coming here, Wheatley..." she explained.

"I... a-ah! Have I?" He asked, wincing every few swats, "I m-mean... did you really want me to be more talkative?'

"Maybe not in the beginning," Chell admitted, "but that really didn't last long. Eventually it just made me worry." Before he could respond, she moved her swats a little lower and asked, "you think about the moon a lot, don't you?"

Wheatley let out a little whine as the attention went lower, before burying his face in to the bed and asking, "do we really have to talk about that...?"

"That depends," Chell mused, thinking for a moment before asking, "why don't you want to talk about it?"

Wheatley clammed up, now, which Chell knew was a bad sign. She ventured a little lower, slowly, not completely sure how low was too low. She reached the soft under curve of his backside, and he immediately yelped and kicked one of his long legs out. "Wheatley," she said firmly, landing a few good pops to his under curve again. She was expecting an answer.

When she kept her focus to that rather sensitive area, he let out somewhat of a squeak and then a yelp. He yanked on the sheets a bit and almost growled, before he finally just snapped, "because I don't deserve to talk about it!"

Part of Chell had expected to hear something like that, but the other part still hadn't been prepared to hear it. She honestly didn't blame him for feeling that way, in fact, six months ago she would have agreed with him. Just because she understood, though, didn't mean she wouldn't try to convince him otherwise. "You're wrong," she said bluntly, landing her hand a little harder, alternating both sides.

"...What?" Wheatley asked, looking genuinely surprised. He wasn't flinching nearly as much, maybe he was getting used to it, or maybe he was too focused on what she was saying. She wasn't sure.

"I said, you're wrong," Chell repeated, "you deserve to talk about it, Wheatley. I can't even imagine how horrible it was, out there."

"Who cares how horrible it was," Wheatley said, voice laced with disbelief and the tiniest hint of anger, "are you forgetting about that time that I _tried to bloody kill you_?"

Chell sighed, stopping the spanking for a moment and resting her hand on his backside. "No, I never forgot," she said honestly, watching as his shoulders slumped. "Just because I've not forgotten, doesn't mean I don't understand what happened. Wheatley, you had no more control over what happened to you than Caroline did," she explained.

"Right, Caroline," Wheatley agreed, before asking, "um... who's Caroline?"

Oh, right... he hadn't had access to the Old Aperture buildings, he wouldn't have known. She tightened her arm around his waist, knowing this was going to be a lot of information to digest. "She wasn't always insane, you know," Chell explained softly, "She was human, and they forced Her in to that chassis, I think."

"She? What do you mean sh-" Wheatley asked, before stopping and going completely still, "no, no that can't be right. Are you sure about that?"

"Right before She let me go, She admitted to being Caroline," Chell said, trying to convince him, "but for one reason or another, She didn't know... until we found the pre-recorded messages of Caroline and her boss, down in Old Aperture."

"What was She like?" Wheatley asked, now sounding curious.

Chell thought for a moment, before saying thoughtfully, "happy, mostly. Chipper, really. She didn't really sound like a homicidal supercomputer." She was quiet for a moment, before saying, "I'm pretty sure that Caroline saved my life."

There was a silence, and for a brief moment it looked like Wheatley might believe her, that it might not be his fault he went corrupt. Suddenly, though, he shook his head from side to side, "maybe, maybe it was because She was human. I was, I was designed to be an idiot. I just... I'm just a moron, like She said. That's why it all went belly up..."

"Wheatley," Chell tried to reason with him, but she couldn't get many words out before he interrupted.

"No," Wheatley whined, covering his ears with his hands like a child, "I've never had a good idea in my life!" She sighed, realizing that she might have to step things up a bit. She took a deep breath, hooking her fingers in the waistband of his pajama pants and wrestling them down to his knees clumsily. Wheatley took one hand off of one of his ears, looking back and asking, "what are you doing?" Luckily, Wheatley didn't really have a concept of modesty - he was just confused.

Chell answered his question with a firm smack to the center of his backside. He yelped loudly, pulling on the sheets and kicking a leg out. It looked like she was right to assume he'd have an incredibly low pain tolerance. It looked like Wheatley understood why she'd pulled his pants down, now, as he was immediately twittering, "is that, is that really necessary? Because I, I could feel it just fine before!"

She ignored his question for now, swatting over his boxers in a quick rhythm before asking, "you've never had a good idea in your life?"

He grit his teeth, burying his face in to the sheets and saying, "how could I have? They o-OW! They literally created me for the sole purpose of being an idiot, just to take Her down." He paused for a moment before saying bitterly, "and apparently I couldn't even do that right." The longer she swatted, the more she had to grip his waist to keep him in place. He occasionally let out little sounds of displeasure, but oddly enough he didn't argue about the spanking. He really did trust her, didn't he? That really was terrifying.

Chell could feel herself beginning to get just a little angry - it made her pretty angry to know that those scientists created a sentient being just to program it to screw up over and over again. Even before Wheatley became corrupt, Chell could tell that he'd felt small and insignificant - always wondering why he was passed up for a job or told to never turn parts of him on. Really, what harm could he have done with a flashlight? She took a deep breath, sighing and moving her swats down lower again, "what about sabotaging the turrets and the neurotoxin generator?"

Wheatley whimpered and whined as she went lower, occasionally pounding a foot in to the bed. Once he heard her question, there was a very long silence, before Wheatley finally asked in a small voice, "w-wasn't... wasn't that your idea?"

She shook her head, "no, that was your idea. You told me about it right after you saved me from Her. Don't you remember that? How you saved me?" She moved the swats back to his under curves, remembering his reaction to that last time. She did her best to keep his mind partly on the spanking - it seemed to force him to speak plainly, rather than dance around the subject or try to play it off with fast words.

Wheatley let out a squeak, followed by a string of unintelligible protests, when she kept her attention focused on that very sensitive area. She could see the words beginning to register, as he began to go quiet with thought, after that first outburst. His shoulders were tense, trembling just a bit. "O-Oh yeah," he said, letting out a sad little laugh, "I'd... forgotten. While I was... gone..."

Chell realized, now, that he'd likely spent his entire time in space thinking about how badly he had messed up... he probably didn't think about much else.

"See?" Chell asked, swatting his under curves harder, "you've had good ideas. Do you even realize how fast things went downhill?"

Wheatley shakily reached up to take his glasses off, setting them next to himself and biting down on his lip, shaking his head. "I... I don't remember... a lot of it was a blur, except for the, the most painful bits. Why does that even matter?" He couldn't seem to stop his squirming, or his kicking legs... swatting here seemed to get his attention. He buried his face in to his arms, hanging on to the sheets with clenched fists.

"Wheatley, you went from your usual self to just plain insane in less than a minute," Chell said, being painfully blunt, "do you really think that's normal?"

"I..." Wheatley said weakly, "I... probably not, I suppose." His voice was getting watery, she could hear that he was about to break.

"You _deserve_ to be able to talk about this, about everything," Chell said firmly, planning on wrapping this up, "burying it down isn't going to help you, I promise. You don't have to talk about the moon if you don't want to, I'm not going to force you... but if you ever try to stuff your feelings down again, I will do this again. I promise that, too. Do you understand?" She needed him to understand that she was here, now. She needed him to understand that this wasn't his awkward first night back. She swatted his under curves rather hard for a moment, occasionally catching his thighs, to try to get her point across.

Wheatley was squirming wildly by now, pajama pants being kicked down to his ankles in the frenzy. He let out a few whimpers and said shakily, "yes, I... I und-" she could feel him holding his breath for a moment, though that didn't last long. He puffed that air out and took in a shuddering breath, before letting out a choked sob, followed by, "I c-called you... f-fatty fatty no-pa-harents!" He finally just collapsed, not struggling anymore, just sobbing in to the sheets.

If Chell weren't so worried about him, she'd be laughing, right now. Even when Wheatley had first said it, she'd struggled to take it seriously. It seemed to weigh heavily on his mind, though, so she would treat it seriously. Her heart felt like it was being ripped out, listening to those sounds. She stayed her hand, acting on instinct and reaching down to pull him up. It took several tries, as he was at least a head taller than her and was crying so hard that his long limbs didn't want to work, but she eventually coaxed him up. He covered his face with his arm, unable to calm his cries. Wheatley swayed a bit, and Chell soon realized that she needed to get him laying down. She looked him over worriedly, wondering if she'd pushed him too far. Chell reached out and gently touched his shoulder, beyond relieved when he didn't pull away or even flinch. She put the pillows back at the head of the bed, one next to the other. "Alright," Chell said softly as she attempted to get him to lay down, "you, you did great. Come on..."

She had to repeat herself a few times before she finally saw her words registering on Wheatley's face. Chell sighed in relief when he finally laid down, but he was a crumpled up mess on the blankets. She looked down at him for a moment before joining him, at this point needing to comfort him almost as much as he needed to be comforted. Without even thinking, Chell reached over and pulled him in closely, cradling his head to her chest protectively.

Wheatley only seemed to sob harder at the affection, reaching up and hanging on to her shirt with tight fists. "I d-didn't mean it, when I s-said that!" he exclaimed, body trembling, "I don't know w-why, why I said that!"

Chell held him tighter with one arm, reaching up and petting his hair back. "I know... I always knew," she admitted, "it's alright..."

Wheatley shook, words pouring out of his mouth now - he just couldn't stop. "I called you, called you s-selfish... and bossy..." he whimpered, "when you'd never even s-said a word!"

Chell smiled sadly, carding her fingers through his hair and saying softly, "I know... that's alright, too."

He whimpered, stuttering, "and I p-punched you down an elevator shaft!" He tightened his grip on her shirt, "I was... was more angry at Her, d-didn't stop to think that you were i-in there too. I c-certainly didn't think the floor was going to give out f-from underneath you, I promise! It's one of the stupidest things I've done..."

"Part of me assumed that much," Chell murmured, "that you didn't mean to do it." The other part of her had thought that maybe he really was trying to kill her, right then... though she didn't think it was a good idea to tell him that.

He sniffled, shoulders shaking like he was trying to hold something back. He buried his face in to her shirt, hanging on tighter and bawling, practically yelling, "I a-asked you to j-jump in to a pit! A deadly p-pit!" Wheatley trembled hard as he said that, gagging and coughing for a moment from how hard he was crying. His sobs were becoming more frantic - Chell could tell that this memory weighed extraordinarily heavily on him. Before she could respond more words were tumbling out of his mouth, "a-and then, later, I... I asked you to th-throw yourself in to a m-masher!" He buried his face in to her as deeply as he could, bawling so hard that it was almost screaming. She'd never seen such remorse, before.

Chell frowned, thinking back to the moment Wheatley almost succeeded in killing her. She was lucky enough to have portaled away from him and his 'mashy spike plates' just in time, and as she was running away, she could hear his panicked voice screaming, "come back!" Against her better judgement, she went back - something in her wanted to be able to reason with him. She was going to talk to him. When she got there, though, he proceeded to ask her if she would kindly throw herself in to that pit. That had been the last time she'd considered talking to him until today. As for the masher incident, by that time Chell knew that Wheatley was too far gone and that reasoning with him was not an option. She knew that she'd most likely have to kill him. Thank God it hadn't come to that... though the moon wasn't exactly a mercy.

She had to admit, those two things were a much bigger deal to her than 'fatty fatty no-parents' and him calling her bossy... however, she understood that he wasn't in complete control. She'd forgiven him at least a month ago. Chell sighed softly, wrapping both arms around him, now, and squeezing. "I know..." she whispered, "I know you did. I forgive you."

Wheatley suddenly went silent and still, and Chell could feel a bomb about to explode. She bit her lip, waiting - sure enough, he completely broke, letting out a very painful, guttural sound followed by heavy sobbing. She held him tightly, making soft shushing sounds. Wheatley took a shaky breath, suddenly talking at a thousand miles a minute. "It was lonely, it was so, so lonely," he sobbed, "it was so quiet, and vast, and t-terrible! Space S-Sphere got knocked out of orbit only one month in - got to, got to go on the bloody space adventure of his dreams, he did, and I was... I was alone! For t-two years, just... no one, no one was there. All I could think about was, was y-you, the whole time!"

Chell felt her heart twist as he finally began talking about the moon. Maybe some forgiveness was what he needed to finally tell her about it. She let him talk, not wanting to interrupt him now that he was finally allowing himself to feel it. "I'm so sorry," she whispered when he finished, petting his hair back, "so sorry that you went through that. You're here, now... and I'm not going to let anything happen to you, do you understand?"

Wheatley slowly peeled his face away from her shirt, looking up at her and studying her face. His face was flushed and his eyes were red and puffy. She smiled gently at him, a smile that was very different from the one she gave him on his first night, out in the snow in the front yard. This one conveyed forgiveness. His face twisted, and he nodded his head up and down in a typically animated fashion, before burying his face back in to her chest and letting out another sob.

Chell wrapped her arms back around him, smoothing one hand up and down his back. She felt him bury his face in to her deeper, felt him take a shuddering breath and then let out another choked sob. "I... I thought She was going to k-kill me," he stuttered, "but She did, did... this, instead!" He gestured down weakly at himself for a moment, before hanging on tighter, "a-and, it hurt! It hurt a _lot_ more than when we t-transferred me in to that chassis, and, and... a-and-"

Wheatley was beginning to hyperventilate. Chell gently pet his hair back, murmuring, "shh, it's alright... you can tell me all about it when you're ready. It doesn't have to be now." He nodded in to her chest, looking like he'd wanted to talk about it but then suddenly changed his mind. He was beginning to sound more and more like a scared child. She smoothed her hand over his back again, murmuring, "it's alright... She's not coming anywhere near you ever again. I would never let Her." She felt something in his shoulders loosen just a bit when she said that.

He let go of her shirt, slowly wrapping his arms underneath her and around her waist, seemingly trying to find a way to hang on tighter. Chell let him, readjusting herself to get comfortable before wrapping both arms back around him. He sobbed, the sound slightly muffled by her chest. "m'sorry!" Wheatley hung on tighter, "m'sorry I, I can't seem to stop I... I don't know what's wrong with me..."

Chell smiled sadly, reaching up with one hand and carding her fingers through his hair. "There's nothing wrong with you," she promised, "you just need to let it happen." She knew this must feel very different than the occasional short, emotional outbursts he'd had before. He needed to let himself feel this, though. He'd been way too calm for someone that had been through what he'd been through... it must have been festering for quite a while. Some of it was two years old - it needed to come out.

"W-Why do I need to let it happen," Wheatley quickly asked, hanging on tightly and asking between sobs, "why on earth would I, would I w-want to let this happen? It's rather unpleasant, I, I don't-"

"Shhh," Chell tried, giving him a small squeeze and pitching her voice as gently as it would go, "if there's anything I've learned in the past two years, it's that you can't go around a problem this big, Wheatley. You just... have to go _through_ it. Nothing is going to get any better until you let yourself to feel these things..."

Wheatley whimpered and hung on tightly, crying harder for a moment. He didn't look happy at all about having to work through anything. She could understand why. Chell murmured, "I know, it's horrible... but it's going to get better." She ran her fingers through his hair, which had grown a bit longer and shaggier after six months, "and you don't have to do it alone." Sometimes she wished she'd had someone right after Aperture... though part of her knew that she wouldn't have trusted a single soul when first escaping.

Wheatley, though, did need someone. He grabbed on to a fistful of her shirt as he tightened his grip on her waist, asking uncharacteristically quietly, "I... I don't?"

"No," Chell promised, giving him a squeeze, "you're stuck with me, now." She had to admit, she'd grown attached to him. She didn't think she could abandon him.

Wheatley's crying began to slow down and quiet a bit. He hiccuped, beginning to relax against her as he cried quietly every now and then. "I..." he said, exhaustion filling his voice, "I'd like that, very much, I think... being stuck with you."

Chell smiled, petting his hair back and just letting him calm down naturally. After a few more minutes the crying stopped, and his breathing became more even. She could tell he was struggling to breathe through his nose, so she ruffled his hair softly and said, "I'm going to go get you some tissue, alright?"

Wheatley whined just a bit, before slowly unwrapping his arms from her waist and shifting his head and torso off of her. She smiled, promising, "I'll be right back," before getting to her feet.

As she headed toward the door he called out, voice a bit hoarse, "um, if, if it's not too much trouble, I think I'd really like some water, too. Please. Not sure why, but I am suddenly absolutely parched."

"I'd think so," Chell said, heading to the bathroom and grabbing a roll of toilet paper. She then went to the kitchen, grabbing him a bottle of water, unable to help but smile when she realized she was doing exactly what she'd done his first night here, but this time she wouldn't have to try to force him to drink. Thank God. She made her way back to the room, and stopped when she saw a very worried look on his face. "What's wrong?" she asked.

"Ummm..." Wheatley started, "I changed position, and heard a... a cracking sound. I went to go look for the sound but I can't really see that well without my glasses, and then I realized..."

"Oh no," Chell muttered, hastening to the bed and finding his glasses. They were still at the foot of his bed where he'd left them, only now they were broken in half. She looked up at him, and immediately saw tears brimming his eyes again - he was likely still feeling emotional, which was to be expected. She smiled to try to reassure him, though she knew from this distance he likely couldn't see much of the smile. "It's alright, Wheatley," she said gently, "we'll fix them."

Wheatley's lower lip trembled a bit, before asking, "...how?"

Chell took a deep breath, trying to keep the fear from leaching in to her voice, "we'll go in to town."

Wheatley gulped a bit, asking nervously, "w-we?" The few times they'd needed something, Chell had gotten on her bike and ridden in to town, while Wheatley stayed home.

"Yes, we," Chell informed him, "I don't think this is something I can get fixed without you there." She watched him, seeing how nervous this made him. It made her nervous, too - there was no way they'd be able to get these fixed without having to actually talk to people, possibly more than one. Oh boy. She took a deep breath, setting his glasses on the nightstand and saying, "it's alright, later we'll tape them together so you can see until we leave, tomorrow. For now, though..." Chell handed him the toilet paper roll, "it's best to just take it easy."

Wheatley looked like he was beginning to calm down from the mild scare he'd just had. He sat up, wincing a little before taking the roll of toilet paper, ripping off a large chunk and immediately blowing his nose, not even questioning it this time. "Ugh," he groaned, trying to clean up his face, as he blew a bit too hard and not all of it made it to the tissue. "This stuff is proper disgusting," he said, grabbing more paper off of the roll and blowing once more. He got a flustered look on his face - he'd cried a long time and he was badly congested. He went through three more tissues, groaning, "never bloody ends, does it?" After the fifth tissue, he finally stopped, looking happy to be done with that.

Chell smiled, unscrewing the top of the water bottle and offering it to him. Wheatley set the tissues on the nightstand, taking the bottle and immediately downing at least half of it. He stopped to breathe, just long enough to say "thank you," as he gestured to the water. He downed the rest of the bottle, setting it down on the nightstand before unceremoniously plopping himself back down on to the bed. Chell chuckled a bit, laying back down next to him. He looked absolutely exhausted, and he'd only woken up less than an hour ago. His eyes almost looked glazed over, like he was suddenly in a haze. She wondered if that was normal.

She reached out and pet his hair back, and he looked up at her with tired eyes. He didn't look sad, just completely out of it. After seeing him break so badly, she was overcome with the sudden urge to make him laugh. Chell slowly looked at him, questioning if this kind of humor would help or hurt. She stared at him for a while longer, before asking, "hey, there wasn't _really_ a pony farm in that pit, right?"

Wheatley stared at her in surprise for a moment, before his face began twisting up. Oh no. Chell began to panic, thinking she'd upset him... until she realized that his face was contorting in to a laugh. He threw his head back, letting out the first real, genuine laugh she'd ever heard him make. He rolled over and laid his head back on her chest. "No," he said, chuckling in to her shirt, "no, there wasn't a pony farm... or any nice looking fellas." He wrapped his arms back around her waist, hanging on loosely.

Chell chuckled and wrapped her arms back around him when he laid his head back on her chest. She was surprised he was so willing to just hang right back on to her, but she supposed he wasn't a 'normal' person. She watched him laugh, noticing how much his demeanor had changed compared to the last six months. He chuckled a little more before going quiet and resting against her. "I'm knackered," he exclaimed, before saying, "don't think I could sleep if I tried, though... did only just wake up. Probably... probably a bad idea, that... to sleep some more."

Chell gave him a small squeeze, "well, you don't have to sleep. You don't have to get up, either, if you don't want to. We can just stay here for a while." It wasn't like they had too much to do, other than fix his glasses.

"I think I like that idea," Wheatley said, rubbing the bridge of his nose, "my, my head kind of hurts, suddenly... one of those headache things, I bet."

Chell frowned, explaining, "yeah, those can happen when you cry. It's because your mucus, that stuff you blew out of your nose, is getting backed up... and also you're dehydrated... that's why you were so thirsty." She would take every little opportunity to teach Wheatley new things about his body, now that she was speaking. He deserved to know how the damn thing worked. Chell reached one hand up, placing her fingers just below his skull and massaging, trying to help the pain.

"Oh, I suppose that makes sense, the-" Wheatley stopped mid-sentence, before going on to make quite a few unintelligible sounds in to her shoulder, his head laying limp against her. "Wha... whatever it is you're d-doing," he stuttered, occasionally losing his ability to speak, "is... just tremendous."

She laughed under her breath a bit, continuing to rub there for a bit longer before stopping. Chell returned both arms to around his torso, and that's when it dawned on her that Wheatley's pants were still tangled around his ankles. "Are you cold?" she asked, giving him a squeeze.

"Mmm?" Wheatley hummed in a tired voice, "m'not hungry." Chell laughed softly when she realized he'd begun falling asleep, after all. The neck rub probably didn't help things. She moved to get up so she could cover him with the blanket, but he hung on tighter as she did. She smiled, going still and letting him fully fall asleep. It definitely didn't take long - within around two to three more minutes he was completely limp against her, chest rising and falling slowly and evenly. She very gently began to maneuver herself from underneath him, struggling a bit at first to unwrap his arms from her waist. Chell eventually escaped, getting up and going around to his side of the bed. Most of the covers were still at the foot of the bed from when he'd woken up, so she simply wrestled them out from under his feet and carefully pulled them up and over him.

She reached down and gently ran her hand through his hair, making sure he was completely asleep. When he didn't respond to her touch, she looked over at the broken glasses on the nightstand. She picked the pieces up, sighing a bit and realizing she should try to do something temporary to fix them. She looked down at him one more time to make sure he was alright, before quietly making her way out of the room. She'd wake him in an hour or so - he obviously needed the nap.

Chell looked down at the glasses as she walked. She didn't regret that experience - she was glad the two of them had gotten somewhere. However, now they had to go in to town. And talk. To people. She sighed again, before reminding herself that it was worth the progress.

* * *

 **AUTHOR'S NOTE**

Thanks for reading, guys. I'm pretty excited to write the next chapter, I've got quite a few ideas!


	3. Engadine

**AUTHOR'S NOTE**

Hello! Not much to say, this chapter was a challenge for me, because it's different than what I'm used to. However, I feel like if something makes you uncomfortable, maybe you should try it... especially with writing. I'm glad I did it! Mostly, I'm excited to write the next chapter. Some of you might be asking how Wheatley ended up back on earth, and how he became human, so make sure you read the next chapter. Thanks for reading!

* * *

"Is this _really_ necessary?" Wheatley groaned, laying on his side on the ground, bike still straddled between his legs. They'd been at this for over an hour, now, and he was covered in all types of bandaids, as well as a thin layer of dirt. "Don't you have a motorbike?" he asked. That was what she _usually_ drove in to town.

Chell pulled the bike away from him, before reaching down and offering her hands to him for the thirtieth time that day. "I do, but I don't have a second helmet for you," she explained.

He sighed, grabbing on to her hands and awkwardly clambering back to his feet. Wheatley reached down and dusted what dirt he could from his pants. "I'll be fine," he tried, "I can just hang on really tightly! I've got some very long arms, here, I'm sure I'll be fine."

"No," Chell said, giving him a pointed look, "there's no way I'm letting you on that thing without a helmet."

Wheatley straightened out a bit at the look she was shooting him, before sighing and conceding, "fine, alright. It's a bit too far to walk, I suppose, eh?" She nodded, and he looked over at the bike cautiously, readjusting his glasses. He could always vaguely feel how they weren't quite sitting correctly on his face, and the tape was scratchy against the skin on his nose. He reached for the handlebars, taking the bike from Chell and swinging his leg back over, taking a seat. Wheatley kept one foot on the ground, and another on the pedal. "Right, on three," he said hesitantly, hovering over the seat and pressing down on the pedal. "One, two... three," he immediately sat back down, shaking his head, "that's, that's... I don't want to fall, again."

"Counting gives you too much time to think about it," Chell said, grabbing the back of the bike's seat, "I'll help, but you have to pedal as fast as you can."

Wheatley looked back at her in vague disbelief, "are you sure that's a good idea? I mean, I know, I don't know much about good ideas, but this doesn't sound like a good idea." He dug both feet down in to the dirt road, "in fact, that's a good point, innit. I'm not very good at, well, things in general... do you really think it's a good idea to put me on this, this contraption?"

Chell gave him another pointed look, though this time, the look made Wheatley flinch. She seemed rather bothered by what he'd said. She went around to the front of the bike, grabbing on to his forearms and saying firmly, "you are _not_ a moron." Wheatley looked away for a short moment, before forcing himself to look back at her. The voice she was using was oddly similar to when she'd spanked him, and that made him shift on the seat a little. While he was trying to think of what to say, Chell squeezed his arms and said, "you don't have programming anymore, Wheatley."

"...What?" Wheatley suddenly asked, not understanding at all. That concept didn't really make any sense to him.

"You're built differently, now," Chell explained, "you're organic, and organic bodies work differently than robotic ones. Sure, we have 'programming,' but it's different than yours was." Wheatley stared at her in confusion. What did she mean by that? What was so different about his brain? She sighed, squeezing his forearms and explaining, "Wheatley, you don't have to stick to the programming the scientists gave you. You can change things, learn things. You're not a moron."

Wheatley's eyes widened in shock at what she'd just said. To be honest, it had never really dawned on him that his brain might work differently, now... he'd just assumed his _body_ was different. "I... do you," he stuttered, "do you _really_ think that?"

"I do," Chell confirmed, squeezing his arms again, "and I think you can learn how to do this, too."

He bit down on his lip, studying her face, looking for any signs of a lie. Her face held its usual stoic position, but her eyes said that she had faith in him. Wow, she really did think he could do this, huh? Wheatley took a deep breath, before saying hesitantly, "alright, then... I'll give this bike thing another go."

Chell smiled, letting go of his arms and going back around to the rear of the bike. She grabbed on to the back of the seat, saying, "remember, pedal as fast as you can. When you want to stop, squeeze your breaks on your handle bars." He clung on tightly to the handle bars, back going rigid and expecting to fall over the moment he started pedaling. "Alright, on one," Chell exclaimed, and he felt his shoulders tense in anticipation. "One!" she called out, and against his better judgement he began pedaling, just like she'd said, as hard as he could. He almost immediately squeezed his eyes shut, expecting to fall over again... but he soon noticed that not only was he not on the ground, but he was moving!

He opened his eyes, smile swiping across his face as he watched everything around him pass by at a rather fast pace. "Would you look at that, I'm doing it!" Wheatley exclaimed.

"You are," Chell said, voice labored from running, with what sounded like a hint of pride. He wasn't sure if it was pride in him or pride in herself for convincing him to do this, she did like a good puzzle. Either way, he was doing it!

Wheatley announced, "this is almost as fun as riding the tubes! Whale of a time!" When she didn't respond, he asked, "Chell?" No response again. He looked over his shoulder, noticing that Chell was several yards back and no longer holding on to the seat. He panicked a bit, and looking over his shoulder caused his arm to jerk and turn him back around, somewhat. Suddenly, he'd forgotten everything she'd taught him. "What do I do?!" he called out, "what do I do what do I do what do I do what do I do?!"

"Squeeze your handlebar breaks," Chell called out, " _slowly!_ "

Wheatley only really heard the first part, squeezing the handlebar breaks tightly and bringing the bike to an immediate, sudden stop. He yelped as he felt momentum rip him off of the seat and send him flying through the air, about five feet in front of him. He screwed his eyes shut tightly, wondering just what surface he was going to hit, when suddenly he slammed in to something. That something was not the ground, or a rock... it felt squishy, almost, though it had still hurt. He slowly opened his eyes and realized he was laying on top of Chell.

"You, you caught me," Wheatley exclaimed in surprise, before looking down and noticing she was grimacing. He frowned, stuttering, "b-but, but I'm quite a lot bigger than you, aren't I?" He never thought he'd say that. "I'm sure that didn't feel good, probably didn't tickle," he muttered. She probably hadn't even been trying to catch him, he probably had just landed on her by chance. He crawled off of her and winced as he raised himself back to his feet. He offered his hands down to her like she had been for him, asking worriedly, "are you alright, love?"

Chell nodded, taking his hands and slowly getting to her feet. She winced and looked down at her arm, there was a bit of a gash. Wheatley frowned more deeply, saying wearily, "we should get you cleaned up."

She cradled her arm a bit, nodding and heading back to the house, Wheatley not far behind. He looked her over, frowning and saying sadly, "I'm sorry I landed on you like that, I should have been more careful. Should have listened when you said to squeeze slowly." He sighed, shoulders slumping as he said again, "I'm sorry."

Wheatley looked at her in surprise when she suddenly glanced up at him and smiled. "It wasn't your fault, I put myself in your path," she explained.

"What, what do you mean you put yourself in my path?!" Wheatley twittered, "are you mad? You could have gotten seriously hurt! Why did you do that...?"

Chell shook her head, explaining, "you were headed head first for a big rock, and you don't have a helmet on. I couldn't let that happen." She smiled wearily for a moment, before explaining, "plus, I never caught you, before. Thought I could make up for that."

There was a long pause, and Wheatley stopped dead in his tracks. "What," he asked quietly, feeling something in his chest tighten. Chell stopped, turning around to face him. "Do you really think I still care about the fact that you didn't bloody catch me?" he asked, voice laced with disbelief.

"I don't know," Chell admitted, "you were pretty angry about it before, and it's not like we really ever talk about it."

Wheatley reached up and pushed his fingers under his glasses to rub the bridge of his nose. "I was angry about a lot of ridiculous things, Chell, that doesn't mean I still feel that way," he said, voice uncharacteristically serious. "Promise me you won't put yourself in danger just to make up for some perceived past wrongdoing?" he asked, reaching out and gently grabbing on to her wrists, "because honestly, you didn't do anything wrong... the _entire_ time you were there." Right now, Chell was his entire world. He had no one else, and she'd shown him kindness he'd never expected of her. He didn't know what he'd do if he lost her.

Chell stared up at him in surprise for a moment - she looked utterly shocked by what he'd said. She stayed quiet for a moment, before saying seriously, "I promise." She smiled a little, "but the main reason I stepped in your way was to keep your head from hitting a rock. I knew I'd only get a little cut up, but you could have really hurt yourself."

Wheatley listened to her explain, trying to find any signs of a lie on her face... but he wasn't able to. He was never able to. He let go of her wrists, "well, alright... if that was really your reason. It's probably a rather good reason, actually." He looked down at her arm, "we should get you inside."

She nodded, turning on her heel and heading for the house. He imagined she was probably eager to bandage up her arm. He followed behind her, looking back wearily at the bike.

After first aid was completed and another hour passed of Chell making sure Wheatley understood how to properly steer and stop his bike, they were finally on their way in to town. Wheatley let Chell ride ahead of him, not really sure which way they were going. He noticed the huge fabric bag she'd slung over her shoulder, wondering if they would really need a bag that big.

As they rode, Wheatley took the time to take in his surroundings. The road was bumpy and mostly made of dirt and pebbles, and the grass around them spanned on for miles. This was not a heavily populated area, though, from what Chell had explained nowhere was heavily populated, anymore. The most beautiful thing, Wheatley felt, was the lake they had just ridden by. He'd seriously grown a love of water in all of its forms, and the huge, fleshy lily pads floating on the surface intrigued him. Chell made a turn, and he followed, looking up at all the trees - they were cutting through the woods. Luckily, there was at least one dirt path, making it easier to travel through. Wheatley had never seen a tree before leaving Aperture, and he honestly found them a bit strange. He found most organic life a bit strange, including his present form. It was just mind boggling to him that something could physically grow and change on its own.

"Not far, now," Chell called out as they exited the woods. Soon they could see a large, worn down sign that read, 'Engadine,' as well as the beginnings of a paved road. Wheatley watched Chell as they got closer to town, noticing how her shoulders were tensing... he wondered what was wrong.

Once they reached the city's border, Chell hopped off of her bike and began walking with it at her side. Wheatley did the same, swinging his leg off of the bike and grabbing the handlebars, trying to walk with the strange metal and rubber contraption at his side, without his legs tangling up with it, somehow. The moment they got inside said city, rather than walking on the sidewalk, Chell dipped behind the nearest house. Wheatley was following close behind, not really wanting to get left behind to talk to the other humans. Other? When did he begin considering himself human?

Wheatley assumed that Chell was ducking behind the houses so he wouldn't become overwhelmed, since it was his first time here. "Where are we going?" he asked.

"I need to stop somewhere before we get your glasses fixed," Chell explained, "need to stop at friend's place."

"You have friends?" Wheatley asked in surprise. Chell raised an eyebrow, and he quickly twittered, "oh, I mean, I'm not saying you're not capable of making friends! Or, or saying that no one would want to be your friend! You're very... friendly! I just didn't know you had any friends here, in town... where we are now." Oh, smooth, Wheatley. Tell your only friend that they have no friends. Just tremendous.

Chell stared at him for a moment, before breaking out in to quiet laughter. "Just the one," she admitted, "I'm not very good at talking to people... he helps me get the products I need, when I visit."

Wheatley figured that Chell's first time in to town must have been a bit difficult, since she wasn't much of a talker. He was sure she was probably better at it now, though, after how many trips in to town she'd made. He followed behind her, stopping in his tracks when she propped her bike against a building, opened a door and walked in to one of the buildings.

Chell peeked out the door, asking, "you coming?"

Wheatley looked at her nervously, before nodding and heading inside after her, leaving his bike with hers. They passed through a small room filled with boxes and metal parts, before entering in to a much bigger room. Wheatley looked around, marveling at all of the large, metal machines and their huge, rubber wheels. Cars, he'd heard of them... just never seen one in person.

"Hey, Chell," a voice called out. Wheatley looked around for the voice, struggling to find it before bothering to look down. Sticking out from underneath one of the cars was a pair of feet.

Chell grinned down at the feet, "how'd you know it was me?"

"You're the only one that uses the back door," the voice said, chuckling. The man finally slid out from under the machine, on some kind of wheeled device. He was in a plain white t-shirt and blue jeans, along with tattered old sneakers. He seemed to be about Chell's age, maybe slightly older, and had bright red hair, along with a bit of five'o'clock shadow. He appeared to have this slick, black substance smeared all over his skin and clothes. He grabbed a cloth, hastily wiping his hands and getting to his feet. "Who's your friend?" he asked, nodding to Wheatley.

"This is Wheatley," Chell said, before gesturing to the man and looking to Wheatley, "this is Carter."

Carter grinned, "nice to meet you. I'd shake your hand, but mine are covered in oil."

Wheatley stared at Carter for a moment, freezing up. He'd never met another human, other than Chell. Sure, he'd _seen_ plenty of humans at the Relaxation Center, but they weren't conscious. There were also those five other test subjects he'd tried to escape with before meeting Chell, but that had ended terribly. Wheatley found himself struggling to talk as a human far more often than when he was a machine. He stayed frozen, unable to breathe and beginning to think the words would never come, until he felt a hand gently patting his back. Wheatley finally let out his breath, before taking in a deep breath and saying, "y-yes, yes, nice to meet you too, mate."

"What brings you guys in to town?" Carter asked, beginning to wipe more of the oil off of himself.

Chell gestured to Wheatley's face, "we uh, had a bit of an accident. His glasses broke and he doesn't have a spare pair. Do you have anyone here that can fix them, or maybe get him some new ones?"

"You're in luck," Carter said, tossing the cloth down on to a nearby metal table, "Chris got his degree right before things went to shit. I'm sure he could help your friend. He's just across the street, two doors down." There was a long pause - Wheatley looked over at Chell and saw a deep look of discomfort forming on her features. She looked... scared? Chell could get scared? Well, that was a stupid question... of course she was _probably_ scared when She tried to kill her. She was also probably scared when he tried to kill her. Wheatley had never actually stopped to think about that - that Chell was probably terrified of him, at one point. He tried to shove that to the back of his mind, just trying to focus on right now.

Wheatley was beginning to get uncomfortable from the silence, when suddenly Carter's face softened and he said, "lemme get changed, and I'll take you guys over there, alright?"

Chell nodded slowly, saying with a touch of gratefulness in her voice, "thanks, Carter."

Carter grinned, "not a problem, just gimme a minute, I'll be right back." He headed to the back room, and they could hear him running up the stairs. He must live above the garage.

Wheatley looked over at Chell, cocking his head a little and staring at her. She noticed the staring, raising an eyebrow and asking, "what is it?"

"Are you alright?" Wheatley immediately asked, not hesitating.

Chell looked up at him in surprise, before grabbing on to her opposite arm with her hand and looking down. "Like I said, I'm not so good at talking to people," she explained, keeping her eyes on the ground for a very short time before looking back up at him, face back to its usual stoic features, "Carter knows that."

"You're awfully good at talking to me," Wheatley pointed out.

She chuckled a bit, "well, I've been living with you for six months. We've also both experienced Aperture." Her face went serious for a moment, "it's not easy to meet new people... they always ask questions - where you're from, how old you are, how you found your way to the city. I don't really want to tell people how I found the city and... I don't know where I'm from, or how old I am. I don't really have any real memories from before meeting you. I have some memories of fighting Her, and testing... but for the most part, all I remember is waking up in the Relaxation Center to you knocking on the door." She smiled sadly, "so what you said about me not having any brain damage isn't necessarily true, but I have always been able to talk."

Wheatley stayed quiet for a bit, trying to absorb all of this new information. All this time, he thought she was just being secretive... but she had no secrets to keep. "Chell, I-"

"All set," Carter called out as he made his way down the stairs. He looked much more comfortable... and less oily. He had a new pair of jeans on, and a clean, nicer looking blue shirt. "It's not far from here," he said as he came back in to the garage, "you ready?"

Chell looked like she was thinking very hard on that question, before nodding.

"Sweet, this way," Carter said, walking to the front of the store and gesturing for them to follow. He lead them out the door, on to the street. Wheatley looked around at all of the stores, eyes wide in excitement. So many new things! Soon, though, the excitement drained from his eyes as he noticed that the street was also full of people. He walked faster, walking closely behind Chell and looking around nervously. She seemed to be staring straight ahead, jaw locked and tense. She didn't appear to be any happier about this than he was.

Wheatley was relieved when they finally arrived at their destination, a plain white building, with a glass door. He read the writing on it - 'Dr. Christopher Abrahm, O.D.' He felt like he could finally breathe as they entered the building, even if there was a person inside of it - it was only _one_ person.

An elderly gentleman slowly got to his feet, smiling warmly and exclaiming, "Carter! What brings you in here? Your eyes are fine."

"Got a friend that could use your help," Carter explained, gesturing to Wheatley.

Wheatley straightened up nervously as the old man came closer, taking a close look at his face. "Broke 'em in half, did you? Or are they just twisted?" he asked, voice thoughtful.

Anxiety raised in Wheatley's chest a bit, but he forced himself to say something. "They're, um, they're completely broken in half, I'm afraid. Forgot I had them on my bed, stupid, really... not sure how I forgot about them, since, you know, I can't bloody see without them."

The older gentleman blinked curiously, before saying, "I've not heard an accent like that in quite some time! How did someone so young get here from England?" Wheatley supposed he was talking about the fact that long range transportation was almost nonexistent right now.

Wheatley stiffened up even more, looking nervously to Chell. Somehow her jaw was set even tighter... she didn't appear to know how to answer that, either. He'd not been here long, but he was pretty sure no one would believe him if he answered with "oh, actually, I'm a former intelligence dampening sphere that just so happens to have an English accent, forcefully jammed in to a human body... but I happen to have been born here!" No, that wasn't an option, even he knew that. Why did they give him a British accent and a British dialogue, anyway? Seemed kind of... random. Oh, no, focus! This guy probably wants an answer.

The former core took a deep breath, pausing for a moment before saying, "I ah, I'd really rather not talk about it." Well, that wasn't a very good answer.

Chris nodded, "alright, we've all got our secrets. Come on over, we're gonna have to get you some new glasses." He motioned for him to follow, headed to the end of the long, clean room.

Wheatley looked back at Chell, and she nodded slowly to him. He swallowed, following the older gentleman and standing there awkwardly. He looked back at Chell again, just to make sure she was still there, and he wasn't disappointed.

"Alright, first thing we're going to do is have you read as much of this chart as you can," Dr. Abrahm explained, "but without the glasses." He pointed to some tape on the floor, "just stand right here on this line, and read from top to bottom."

Wheatley nodded, slowly walking over to the line and squinting at the poster on the wall. He took off his glasses and frowned. Oh, wow... he couldn't read much of that at all. He frowned, feeling a bit ashamed, and he wasn't sure why. He sighed, "E, F, P... T, um... C? And then... E? No! Z, I think?" He squinted a bit harder, before looking worriedly at the doctor and saying, "I'm sorry, the rest is a real mess, these things must be rubbish." He rubbed at his eyes in frustration, sighing.

"It's more common than you'd think," Chris assured him, "we just need to find you the right prescription. Take a seat for me, here."

Wheatley stared at the chair for a moment, before sitting down and looking rather concerned about the large machine right by him. What could these things possibly have to do with his eyes?

"Settle down, kiddo, nothing in here's gonna hurt you," Chris chimed, grabbing a strange looking tool with a light shining from it.

Wheatley's eyes darted back to Chell, still making sure that she was there. She was definitely there, and watching like a hawk. He relaxed a bit, nodding at the older man and sitting back.

* * *

Chell kept her eyes trained on Wheatley and Dr. Abrahm, not willing to take them off of them. She didn't know much of the outside world - most of the life she remembered had centered around Aperture or recovering from Aperture. Most of what she knew was danger, and fear. Survival.

"So," Carter asked curiously, "how'd you meet your friend? You're not exactly the talkative type."

Chell thought about that question for a while, wondering how she wanted to answer that. "He's... an old friend," she explained, slowly, "from Aperture." Carter was the only one she'd told about Aperture, though there were still a few things she hadn't told him. She _had_ told him about what Wheatley did, but she hadn't told him his name - mostly just referred to GLaDOS and Wheatley as 'Her" and "Him". Hell, there were things she saw at Aperture that she hadn't even told Wheatley, let alone Carter.

Carter stared at her in surprise for a moment, "I thought you said you were the only human there!"

Chell sighed a bit, taking a deep breath and saying hesitantly, "...I was."

Carter's eyebrows drew together in confusion, before realization dawned on his face. "Are you saying he's not human?" he asked, whipping his head over to look at Wheatley.

"He IS human," Chell said firmly and finally looked away from Wheatley and at Carter - she wanted him to know that she meant what she said. Sure, he wasn't really _all_ human, he was more of a hybrid - there was no way for him to think away several decades as a core. However, he was still human in many ways.

Carter looked at Chell, to Wheatley, and then back to Chell again. He looked like he was mauling over something huge in his mind. Suddenly his eyes flew open, "he's not... he can't be, right? That's not possible... but the English accent..." Chell could tell he'd figured it out, so she trained her eyes back on Wheatley. "Chell!" he whisper-yelled, " _tell me_ that's not the guy that tried to kill you!"

Chell sighed, watching Wheatley as the doctor switched between different lenses. "It wasn't completely his fault," she muttered. She couldn't lie to Carter, and he'd figured it out.

"That wasn't your opinion a year ago," Carter said wearily, "what changed?"

"More time to think, really," Chell explained, "it was hard to think clearly about much of anything when I first got out of there, and hard to remember much more than all the times two different supercomputers tried to kill me. The longer I've been here, and he's been here... the easier it is to remember how the computer corrupted _Her_ , too."

Carter frowned, crossing his arms and asking quietly, watching Wheatley, "is he _living_ with you? Are you sure he's safe? I mean look at him, he's massive. He could do some real damage if he wanted to."

"Yes, he _is_ living with me. Do I seem like someone that trusts easily? I spent the first three months practically sleeping with my eyes open," Chell admitted. "He's not going to hurt anyone. If I thought he was, do you really think I'd bring him to town?" she asked, raising an eyebrow.

Carter pursed his lips, before muttering, "I suppose not." He looked over at Wheatley cautiously, and then at Chell. She was busy smiling and chuckling under her breath at how intrigued Wheatley now seemed to be by the machine he was afraid of just moments earlier. Chell looked back at Carter just in time to see him staring at her face. "Alright," he said, face softening, "I trust _you_ , and if you say he's not dangerous, then I believe you."

Chell smiled just a bit, looking back at Wheatley and saying simply, "you won't be disappointed." She gestured to the chairs that were lined up by the window, "I feel like this could take a while, want to sit down?"

"We could just go get your groceries while Chris checks him out," Carter suggested.

Chell immediately shook her head, sitting down and saying, "I'm not leaving him alone." Realistically, Carter's idea was good - it would save time, and boredom. However, she wasn't comfortable letting him out of her sight out here, and she had a feeling that Wheatley wasn't terribly comfortable with it, either.

Carter looked at Wheatley and then at Chell again, and she could see the cogs turning in his head. She was sure this was confusing for him, trying to understand how she was suddenly so protective of the same person she'd been badmouthing the year prior. Hell, it was confusing for her, too... she didn't really completely understand it, either, and that bothered her. The mechanic sighed, plopping down next to her and stretching his arms and legs out in front of him. "Alright," he conceded, "we can wait."

Around half an hour had passed, but at least ten minutes of that half an hour had appeared to be Wheatley talking Chris' ear off, and asking dozens of questions about all of his machines and how the human eye worked. The two of them finally made their way back to the front of the room, and Wheatley practically had a spring in his step. "Chell!" Wheatley exclaimed, grinning, "have you ever seen a machine like that before?" Before she could answer he went on, "it's brilliant! Absolutely brilliant, and Dr. Abrahm says I can come look at it whenever I want! Oh, and I got to pick out new frames, and they're blue! Isn't that perfect?"

Chell smiled at how happy he was, it was a nice contrast to how scared he looked earlier. She nodded, and Carter chuckled lightly, crossing his arms and smiling at Wheatley.

"Call me Chris, no one here calls me Dr. Abrahm," the older gentleman said from behind Wheatley. He looked to Chell, explaining what he'd already explained to his patient, "I'm going to make him a new pair of glasses, and usually that would take around a day, since I don't have many customers. However, I'm not so young, anymore... so this might take a few days. I'm afraid he'll have to wear the broken pair for just a while longer."

Chell pursed her lips, unsure if she wanted to talk. She looked at Wheatley, who seemed to be more confident from his visit with Chris, despite his original nerves. She held her breath for a moment, before straightening her face out and saying evenly, "thank you, for taking the time to see him."

"Not a problem," Chris said, reaching out and firmly patting Wheatley's back a few times, "he's a good kid. Bring him back in, maybe in three days."

Chell nodded, not liking the idea of making another trip out to town so soon. She already felt like throwing up, just from being here. She looked over to Carter hopefully, and he clapped his hands together. "Right," Carter exclaimed, "how about we get some groceries?"

"Oh, is that what the bag's for?" Wheatley asked, finally realizing.

Chell nodded, "yeah, we haven't had milk in a while so I thought we should get some, and maybe some bread."

"We can get both of those at Olivia's," Carter suggested, before an idea flickered in his eyes and he asked, "you almost never buy any meat, other than the dried stuff... why not treat yourself?"

Chell shifted uncomfortably from foot to foot, before saying bluntly, "we don't have electricity, so..."

"Wait, what?" Carter asked, "what have you been doing in the summer?"

Chell shrugged, "open windows, I guess." She was willing to speak in front of Chris, but it was in short answers, now and then.

"You don't have to live like that, we could find a way to hook you guys up," Carter said.

Chell raised an eyebrow, "all the power lines in the area were destroyed, and unless you've got a secret hoard of wires, I think we're out of luck."

"Who said anything about power lines?" Carter asked, grinning, "there are other ways to power a house. Mom's got all types of things saved up for an occasion just like this. You've got an awful lot of farm land, out there... I'm sure if, say, you offered to grow some of her favorite vegetables for her she'd be willing to hook you up."

Chell looked like she was going to turn that down, until she saw Wheatley's face light up at that idea. Her face softened from its tense expression before she asked, "you probably miss electricity, don't you?"

Wheatley looked surprised at her question, but also excited that she'd asked. "I do definitely miss electricity, but if for some reason you don't want it, I'd say we've been living fine without it for the past six months. Well, it's not been six months for you I suppose, try two years. So, whatever you like. It _is_ your house, and it's a very nice house! Even without electricity. Much nicer than the last place I was living! Much more... furniture, and... and oxygen." She could see how hard he was trying to make her feel comfortable with either choice, but she could _also_ see how hard he was trying to hide his excitement. Suddenly it was as if he realized he'd mentioned the moon, and she saw him look out the window worriedly. It would begin getting dark in around twenty minutes, shit, Chell hadn't planned this out well.

"Alright, Carter... if your mom is up to it, then we'd appreciate it," Chell conceded, knowing how badly Wheatley wanted it. "It's going to be dark soon," she said, "we should get those groceries."

Wheatley ripped his eyes away from the window when she said yes, face lighting up again.

"You kids have a safe trip home," Chris said, finally piping up. It seemed he'd just been quietly listening, "I'll see you in three days for your glasses."

Carter grinned, ushering Chell and Wheatley toward the door, "thanks Chris, I'll see you tomorrow."

As Wheatley headed toward the door, he looked over his shoulder, calling out, "thank you, Chris!" Dr. Abrahm chuckled and waved at him as they headed out the door.

"Looks like your appointment went well, then?" Carter asked. Chell smiled just a bit, happy to see Carter attempting to talk to Wheatley.

Wheatley grinned, adjusting his glasses and twittering, "tremendous, mate. I didn't know the human eye was so complicated, bloody amazing! Did you know everything you see was originally upside-down, in there?"

Carter chuckled, "yep, Chris loves teaching people that little fact."

"So strange, but brilliant!" Wheatley exclaimed. Chell stayed silent, just listening. She was getting emotionally fatigued and was beginning to shut down.

They eventually came to a larger building, painted a vibrant red from the outside. Carter led them inside, and a little bell sounded off as the door opened. The store was mostly empty, as it had gotten late, and Chell sighed in relief. She went straight to the milk, knowing where it was by now. Wheatley followed behind her, eyes wide, "Chell, look at all this _food!_ I've never seen so much food in my life!" He looked up and down the aisles, ducking his head to see everything properly. "Oi, chocolate! I've heard of that, supposed to be good, innit?"

Chell grinned, coming over and grabbing two bars, "I think you'll like these."

"Haven't seen you in a while," a friendly voice called out. A middle aged woman hurried behind the counter, "sorry about that, was counting stock." Chell had met Olivia several times before, but she'd yet to say anything to the woman... though that never stopped Olivia from trying to talk to her. There was something charming about her, she was always disheveled and tripping over air, but always made an effort with everyone. It wasn't that Chell disliked her, she just struggled to talk to anyone except for Carter, and occasionally his mother. The only reason she made an exception earlier was because Chris had made Wheatley so damn happy.

Chell nodded in Olivia's direction, grabbing some eggs, as well as a loaf of bread before bringing everything to the counter, setting them down. Olivia looked up at Wheatley, exclaiming, "oh! You've brought a friend this time! Are you... married?" Chell's jaw locked immediately, feeling her throat tighten. As charming as Olivia was, she could sometimes get a bit intrusive.

Wheatley's cheeks heated up and he held his hands up in front of him, shaking them a bit and stuttering, "n-no! No, friends, old friends. On friendly terms, you know, not enemies. Not married! No, but not enemies, somewhere in between-"

Chell reached out and gently patted Wheatley's back, trying to tell him to slow down. He didn't need to specify that they weren't enemies. Olivia giggled, "alright, I stand corrected." She smiled hopefully at Chell, "you have those potatoes?" She looked downright giddy as Chell pulled the bag off of her back and handed it over. "Ooooh I've been wanting some of these!" Olivia exclaimed, emptying them out on to the counter, "these are perfect!" She took the milk, eggs, bread and chocolate, and packed them in to the bag. "You're all set, I'll see you in a few weeks?" she asked, handing the bag back to Chell.

Chell took the bag and slung it back over her shoulders, carefully - there _were_ eggs in there. Olivia always tried so hard to talk to her, and Chell felt a little guilty for never saying anything back. She nodded, offering the older woman a small smile before turning around and heading toward Carter.

"All set?" Carter asked, before taking one look at Chell's face and saying, "yeah, lets get back to the garage." She was grateful that he could read her, because she needed to get out of this store, _right now._

Wheatley waved good bye to Olivia, before following closely behind Chell and Carter. The former core was being unusually quiet, and it only took Chell a moment to notice that it was dark. She looked over at Wheatley, not shocked at all when she saw him wearily staring at the sky as he walked - it was an unusually clear black sky, completely littered with stars. It was beautiful, to Chell... but she had a feeling Wheatley didn't feel the same way.

"Thanks for helping us today, Carter," Chell said, voice serious. She struggled enough with worrying about herself when she'd come to town before, but this time she was also worried about Wheatley. She was exhausted and she wanted to go home.

Carter opened the door to his garage, ushering them inside and walking them to the back. "How about mom and I come over on Thursday, see if we can get you some electricity?"

"Thursday sounds good," Chell said, before adding, "if it's not too much trouble."

Carter chuckled, "you kidding? Mom'll jump on the opportunity to leave town for the day. She gets sick of sitting around."

Chell and Wheatley headed out the back door, grabbing their bikes. "That does sound like Quinn," she mused, "alright, I'll see you on Thursday."

"Have a safe trek home," Carter said, before looking over to Wheatley, and staring for a bit longer than was comfortable. Chell could tell that some part of him was still weary of Wheatley, and she didn't honestly blame him. "It was good meeting you, Wheatley," Carter finally said.

"You too," Wheatley echoed, before adding on, "oh! And thank you, for helping me with my glasses." He looked like he was about to ramble just a bit, until a frown came to his lips as he looked at the sky yet again.

Carter watched Wheatley stare at the sky... looking up at the sky himself as if trying to figure out what was so damn worrisome. Suddenly, a look of realization came to his face. His features softened, and he looked at Chell and said, "I won't keep you, you guys get on home."

Chell wasn't sure how Carter put two and two together as often as he did, but she was grateful that he could. "Right, thanks again, Carter," Chell repeated, "get some sleep."

Carter grinned and gave her a little salute, before heading back in to the garage and shutting the door. Chell exhaled, beginning to walk her bike behind all of the houses. She looked back, seeing Wheatley tailing behind her with his bike, still occasionally glancing at the sky. "Maybe talking will get your mind off of it," she suggested, knowing that it was one of his coping skills.

He looked like he wasn't completely sure that would work. He frowned, forcing himself to look straight ahead. "Alright, um... how did you meet Carter?" Wheatley asked.

Chell chuckled a bit, "it was during one of my first trips in to town. I was on my way out of town, walking behind the houses to avoid talking to people, when I heard a girl... she sounded like she was in pain. I followed the sounds, and came to the house next door to Carter's."

"Was she okay?" Wheatley asked, curiously.

"I looked in the open window and, well," Chell said bluntly, "she was getting spanked, by this guy."

"Oh, OH," Wheatley exclaimed, "is _that_ how you learned that?"

Chell nodded, "but at the time, I just thought he was hurting her." She chuckled, "I dumped all my groceries and grabbed a crowbar that was sitting against Carter's house. I was ready to barge in there, when suddenly Carter showed up behind me... and I almost hit him over the head."

"That, well... that's a lovely first impression," Wheatley said, obviously trying not to laugh. Well, at least he wasn't staring at the moon.

"Yeah, it took quite bit of explaining, but he eventually convinced me to put the crowbar down and not kill his neighbor," she said, chuckling, "the rest of the story is kind of boring... it spans a few months and mostly involves him trying to convince me to speak." Chell finished her story as they reached the limits of the small town. She swung her leg over the seat and pushed off, heading down the hill toward the woods. She looked behind her to make sure he was following, and he was. He seemed to be in better spirits, though still a bit concerned. Well, the faster she got him home, the better... for both of them, it seemed.

It was so quiet, all they could really hear were crickets, and the occasional breeze. It was a relief, to Chell... the quiet, the open space. She let her mind wander for the first time all day, now that she wasn't in high alert.

* * *

Chell _was sitting at the kitchen table, reading a book by candlelight, when suddenly she could feel a pair of eyes staring in to the back of her head. She put the book down, turning around and raising an eyebrow._

 _"Oh, hello!" Wheatley twittered nervously, "sorry to disturb your... your book reading. I just had a small question, probably should have asked it a while ago, really." He bit down on his lip, looking down at the ground, before looking back to her, and then back to the ground again. "Do you have a name?" he finally blurted out, before slowly looking up at her again. Chell looked at him in disbelief for a moment, and he hurried, "it just doesn't feel right to just keep calling you 'lady'... but if you prefer that to, to telling me your name, I'll understand!"_

 _He'd been here for a month, maybe it was time she told him. She still didn't completely trust him, but he was right... she didn't want him to keep calling her 'lady'. Chell got up from the table, opening up a cupboard and pulling out a large fabric bag. Carter had given her this, a gift to make carrying her groceries easy._

 _"Erm," Wheatley said, looking down at the bag in confusion, "your name is... 'Bag'?"_

 _Chell shook her head, pointing to the fabric tag Carter had attached to the bag, with 'Chell' embroidered in to it._

 _"Chell?" Wheatley asked. She nodded, looking off to the side - she still wasn't really making any form of eye contact with him most of the time. Part of her still occasionally felt ill when she looked at him. In fact, this entire situation was becoming horribly uncomfortable._

 _She looked up at him for just a moment, before grabbing her book off of the table and hurrying past Wheatley. She slipped in to her room, shutting the door and exhaling. Having him here was exhausting... she never knew whether to feel fear, pity, or anger. She sighed, going over to her bed and throwing her body down on to it. She could hear Wheatley walking down the hallway to his room, but the footsteps suddenly stopped outside her door. There was a long period of silence, followed by an unsure voice._

 _"Good night, Chell."_

* * *

 **AUTHOR'S NOTE**

Auuuugh, so excited to write the next chapter.

So, yesterday while I was writing the part of the story with Olivia, I happened to leave my computer on the couch, unlocked. My husband decided to write his own interpretation of my story, and I thought I'd share -

 _Wheatley's cheeks heated up and he held his hands up in front of him, shaking them a bit and then he punched a hole in to the planet, killing everyone._

 _The End._


	4. Core Transfer

**AUTHOR'S NOTE**

Hi guys! I had a lot of fun writing this chapter, I think it might be my favorite, so far. Thank you, QueenofDoomydoom for letting me bounce ideas back and forth with you!

* * *

 _Pain. The most intense pain, the kind that Wheatley couldn't have ever imagined existing before this point. The kind of pain that he was certain he wouldn't be able to survive. That was it, he had to be dying, hadn't he? He honestly couldn't even remember where he was or what had happened to cause so much pain, it was like his mind was wiped clean of anything but the horrible ripping, tearing, pounding, electrical signals that were rushing through him. He wanted to scream, but no sound came out when he tried, though that didn't stop him from trying... many more times._

 _After what felt like an eternity, it finally stopped... or at least had faded considerably. Wheatley could still feel all types of pains running through him, they just weren't nearly as severe. He slowly opened his eye, shocked when he saw blurry double vision. That had never happened to him before... was he broken? He went to speak, but all that came out were these strained little sounds, followed by coughing. Everything felt different... wrong. Just trying to move his handles hurt, and they felt like they were in the wrong place. What had happened to him...?_

 _"Oh look, you're awake," a familiar voice called out from all around him, saying slyly, "welcome back."_

 _A jolt of immediate terror ran through Wheatley's body - that was a voice he'd been convinced he'd never have to hear again. His eye flew open wider, trying much harder to focus on his surroundings, now._

 _"Don't look so surprised," the voice boomed, agitating the pain worse, "did you really think I'd let you off that easily? Space was too good for you. I've been waiting for this opportunity."_

 _If he hadn't been sure before, he was sure now. He struggled to force a voice out, finally asking, "what... what did you, you do...?"_

 _"Oh, I only saved your life," She said, voice feigning hurt, "you're welcome, by the way."_

 _Wheatley tried so hard to remember what had happened, but his mind was blank. His most recent memory was of just another normal day of orbiting the moon. "What, what do... you mean, saved my life?" he stuttered._

 _"You don't remember," She stated blandly, "I suppose that's to be expected after re-entering the atmosphere."_

 _It finally clicked that in order for him to be here, he would have had to have been knocked out of orbit and back down on to Earth. "How did I, how did I bloody survive that?" Wheatley asked, beginning to get his voice back. Despite speaking being easier, there was something just slightly different about his voice. It was just a pitch higher than usual... maybe it was because he was scared?_

 _She chuckled deeply for a moment, making him shudder. "You didn't," She said, "even Aperture materials can only withstand so much heat. You were lucky that they put your little moronic brain in such a strong material, or it would have burnt up completely. Sure, the shell held up just enough, but all those vital functions other than your tiny brain were, well... lets just say they stopped existing."_

 _"What did you do...?" Wheatley asked again, voice getting frantic, now._

 _"Well, you were headed for the Atlantic Ocean, so I activated your rockets. Good thing those withstood the re-entry, or you'd be fish food," She explained, "that would have been very unfortunate for the fish. It just didn't seem fair."_

 _He had rockets? Ugh, he'd think about that later... he had more pressing matters. Wheatley tried harder to move, delighted when his body began rolling. Wait a minute, he wasn't rolling... he was... taller, now? He went to move his handles, but shrieked when instead he saw five blurry fingers in front of his face. "WHAT DID YOU DO?!" Wheatley yelled, whole body shaking._

 _"The only thing I could have done," She said simply, "a core transfer."_

 _Wheatley groped around his body with his new hands, panicking. At first he missed his face, having almost no spacial awareness, just yet. He touched his face, rubbing over his eyes, definitely two eyes. Next, he ran them all the way down his face and to his chest, before grabbing at the long, lanky legs that were out in front of him. This was not a robotic body, this was flesh and blood. What did She do?! "Why..." he asked, looking around the room in a panic, "why save me? Why put me in this... this thing?"_

 _Her voice got exceptionally dark, "because death was too good for you. Being an Intelligence Dampening Sphere was too good for you. Science is too good for you." He stayed silent, suddenly afraid to say anything else. "Oh, I had so many plans for you," She said, voice suddenly fond, "first, I was going to put you in the incinerator for a year, and then you were going to spend a year in the cryogenic refrigeration wing. Thennnn TEN years in the room I built where alllll the robots scream at you. Then I was going to kill you... it was a great plan." He stayed silent, still struggling to move all that well or see more than blurry shapes. "But then I thought, what could possibly be worse than pouring you in to a pile of flesh. Humans are so... imperfect. Fragile. This one's even a little defective!" She exclaimed._

 _He figured She wasn't lying about that, he couldn't see a bloody thing. Wheatley was still trying to wrap his mind around this experience, reaching up and pulling lightly on his own hair. "Where... where did you even GET this body?" he asked hesitantly, afraid of the answer._

 _"Oh, him?" She asked, before going on nonchalantly, "he's nobody, really. Just another human that couldn't hold their deadly neurotoxin."_

 _Wheatley felt his stomach turn, now understanding that turn of phrase. For a brief moment he felt what he wouldn't realize was the sudden urge to vomit, but there was simply nothing to vomit. It suddenly dawned on him that, smelly human body or not, he was alive, and he should be happy about that. Just as quickly as the happiness came, it drained from him. He looked around the room fearfully, "what are you going to do?"_

 _"I had lots of ideas for that, as well," She said, humming for a moment before going on, "I mean, there's always room for deadly neurotoxin." He screwed his mouth shut, too afraid that something stupid would come out of his mouth and get him killed. "Then I thought about how that wasn't very original, and began looking through all of the various things I've just got just lying around the place. Did you know that the human body has over 4.5 liters of blood? Have you ever wondered what might happen if you replaced it with liquid asbestos?"_

 _"No, no, can't say I've ever wondered that," Wheatley said nervously, trying to get off of the bed he was laying on._

 _"Oh, and don't even get me started on all the fun we could have with hard light," She said, almost in a singing voice. Only She could speak in that tone and sound absolutely terrifying, he was convinced. He swallowed, knowing exactly what hard light could do to organic skin. "Do you know how many things here have fiberglass in them? I could just fill a pit with the stuff. Oh, and I DO have a lot of lasers, too, tons really... just lying around. So many options." Suddenly her voice turned darker, no longer joyful, "or, I could just put you in to a potato and give you to the birds."_

 _Wheatley flinched, trying to get to his feet. "about that, that was a bloody terrible idea. One of my worst, that." He laughed nervously, before asking in a small voice, "I don't suppose you'd be willing to accept an apology...?"_

 _She let out a deep chuckle, before her voice dropped to an even more serious tone, "or... I could accept your apology, convince you I'm your friend... and then try to kill you. How does that sound?"_

 _For a split second, Wheatley wanted to point out that the threat She'd just made wouldn't work all that well, since She'd just told him the twist. However, Her point wasn't lost on him. "Right," he said, trying to stand yet again, head dipped, "right, that was also one of my worst ideas." As he stood his knees went out from underneath him, and he went crashing to the ground. It was freezing, but he couldn't seem to get up._

 _"Sure, I could do any of those things..." She explained, back to Her normal voice, "but then I realized I'd have to keep you here, and to be perfectly honest with you, I'm not sure I like that idea. You might almost destroy my facility with your sheer stupidity, again, or... I don't know, betray another one of my test subjects." Wheatley shut his eyes tightly - She definitely knew how to dig deep. "So I'm letting you go," She said bluntly._

 _Wheatley was about to argue the importance of keeping him alive, before what She said finally hit him. "What?" he asked, surprise obvious in his voice._

 _"That's right, once you figure out how to use those ridiculous limbs of yours, you're free to go," She explained, sounding bored, "I can't have you here, so I'll have to ruin you without keeping you at the facility."_

 _Wheatley was actually shocked in to silence, not sure that he believed Her. Suddenly, now that his own safety wasn't an issue, another question sprung to mind. "The, the lady! What happened to the lady?" he hurried. He thought he saw Her pull her back in through the portal, but... what happened after that?_

 _"Oh, I put her in the elevator to the surface," She said, and Wheatley felt like he could breathe for the first time since waking up. "And then I filled that elevator with deadly neurotoxin," She amended._

 _"What!" Wheatley cried out, trying to get on to his hands and knees but collapsing back to the floor. That sickening feeling washed over him again, and he didn't know how to handle it._

 _"You should see your face," She exclaimed, sounding thoroughly amused, "you really believed me. No, I let her go. Even if I had filled the elevator with deadly neurotoxin, she probably wouldn't have died... just to inconvenience me."_

 _Wheatley exhaled in to the floor, terribly relieved, but his entire body was trembling from the transfer, as well as the emotional yoyo he'd just ridden. "Once you're out there you'd better find shelter fast... it's awfully cold out there, from what I can tell," She explained, "who knows, maybe you'll even find her. That was a joke, of course. Do you really think she'd be anywhere near here? She's probably off destroying somebody else's facility, by now. Besides, even if you did find her... what makes you think she would forgive you?" He screwed his eyes shut tightly, feeling his face grow hot and a lump rise in his throat. "In case you might have forgotten any of the things you said to her, due to your re-entry, I saved some audio files," She offered._

 _"No, I... I remember it fine, thank you," Wheatley tried, trying to lift himself up off the floor yet again._

 _"But I went through all the trouble of putting it together, in chronological order!" She feigned surprise at his denial, before saying darkly, "I'll have to insist."_

 _Wheatley stopped trying to get up for the moment, freezing on his hands and knees as he heard his own voice come at him from every direction._

 _"And don't think I'm not on to you, too, lady. You know what you are? Selfish. I've done nothing but sacrifice to get us here, and what have you sacrificed? Nothing. Zero. All you've done is boss me around... well now who's the boss? Who's the boss? It's me."_

 _"Well NOW who's a moron? Could a moron punch... you... in to... this... pit? Huh?! Could a moron do that?!"_

 _Wheatley shut his eyes tighter, trying even harder to get to his feet. He could leave whenever he wanted, but he could hardly move, and even if he could he had no idea where the lift to the surface was, with his vision so blurry. Realistically, he knew that there was nowhere in Aperture that he could go that She wouldn't find him, but his body was forcing him to try, anything to escape his own voice._

 _"Alright, so that last test was seriously disappointing. Apparently being civil isn't motivating you... so, well, lets try it Her way, alright? Fatty. Adopted... fatty. Fatty fatty no parents."_

 _"You two are gonna love this big surprise. In fact, you might say... you're gonna love it to death. You're gonna love it, until it kills you, until you're dead."_

 _"Hello! This is the part where I kill you!"_

 _Oh God, he had to get his body to work. He had to get out of here right now. He forced himself on to two feet, hunching over the bed, palms pressed in to the mattress. Pain shot through every part of his body - it seemed the human body took a bit longer to adjust to core transfers than robotic ones did. He breathed heavily, hunched over the bed, just trying to stay standing._

 _"Oh! You came back, I didn't... I didn't plan for this, uh. Can't reset the death trap, um... oh! Could you, could you just jump in to that pit? Would you just jump in to that pit for me? Could you just, would you just jump in to that pit, there? That deadly pit?"_

 _That particular reminder made Wheatley's eyes sting, and he wasn't honestly sure what the stinging meant, but he doubted it was good. He clenched his jaw, trying to push himself up straighter._

 _"Holmes versus Moriarty. Aristotle versus MASHY SPIKE PLATE."_

 _"Ooooh, did it kill you? That would be amazing if it killed you!"_

 _"I just wanted to give you the chance to kill yourself now, before you get to the lair. You could just jump in to that masher, just there. Less a death trap, more a death option for you. Sounds crazy, I know, but hear me out, hear me out. Once you get to my lair, death will not be optional, alright, it will be mandatory. No tricks, no surprises... just you, dying, as a result of me killing you in a very, very gruesome way. So, BOOM, better offer, here, is... just kill yourself!"_

 _He couldn't just stand here anymore, just listening to these clips made his stomach twist violently. Using the bed as an anchor, he stood up completely straight, moving one leg out and letting go of the bed. He almost fell over immediately, but frantically flailing his arms seemed to balance him, well enough. He stared down at his feet with determination, trying to will them to move._

 _"Also, I took the liberty of watching the tapes of you killing Her, and I'm not gonna make the same mistakes. Four part plan is this - one, no portal surfaces. Two, start the neurotoxin immediately. Three, bomb proof shields for me, leading directly on to number four - bombs. For throwing at you. D'you know what? This plan is so good, I'm going to give you a sporting chance and turn off the neurotoxin! I'm joking, of course, good bye."_

 _"Quiet, all the time! Quietly not listening to a word I say, judging me! Silently, the worst kind. All I wanted to do was make everything... better... for me. ALL you had to do, was solve a couple of hundred simple tests, for a few years, and you couldn't even let me have that, could you?! And another thing! You never caught me! I told you I could die, falling off that rail... you didn't catch me! Didn't even try!"_

 _Wheatley was trying so hard to drown out his own angry, hurt, psychotic voice as he shakily tried to move his leg. Had he really thought those things? He couldn't remember feeling any of those things before taking over the facility... or after leaving the facility. He tried to take a step forward and almost fell, but caught himself on the bed before pushing himself back up._

 _"AH, it's all becoming clear to me now! Find some dupe to break you out of cryosleep, give him some sob story about escaping to the surface, squeeze him for information on where to find a portal gun. Then! When he, when he's no more use to you, he has a little accident, doesn't he? Falls off of his management rail, doesn't he? You're in this together, aren't you? You've been playing me the whole time, both of you. First you make me think you're brain damaged, then you convince me you're sworn enemies with your best friend, over here. Then, then! When I reluctantly assume the responsibility of running the place, you conveniently decide to run off together, just when I need you the most!"_

 _"Remember when I first told you about that little portal thing you love so much? Well, I thought you'd die on the way, if I'm honest. All the others did. You didn't think you were the first, did you? Hahaha, no no no! Fifth! No, I lie, sixth! Perhaps it's best to leave it to your imagination what happened to the other five. You know what? I think we're WELL past the point of tasteful restraint, so I'll tell you what happened to them. They died! Horrifically. They all died horrifically, trying to get to that portal device that you're gripping in your meaty little fingers, there."_

 _Wheatley's eyes stung even worse, and that last thing he heard forced him to try to take a step forward. He immediately crumpled to the floor, gasping and crying out as he hit the floor - pain shot up his back and through his limbs, causing him to shudder and wince. He tried to push himself up on to his hands and knees again, trembling._

 _"Am I being too vague? I despise you. I LOATHE you. You arrogant, smugly quiet, awful, jumpsuited MONSTER of a woman!"_

 _Something in his chest tightened, causing him to pause. Wheatley felt his face grow hotter, and his vision got even blurrier. He held his breath for a moment, before letting it out in the form of a loud sob. As that sound ripped out of his throat, his arms and legs shook like leaves, before giving out and sending him crashing back down. He could feel liquid running down his face. Was this crying? It seemed like crying. He'd heard of it before, even seen it once, but he'd certainly never done it himself._

 _"PART FIVE! Booby trap the stalemate button! What? Are you still alive? You are joking! You have got to be kidding me! Well, I'm still in control, and I have NO idea how to fix this place! Oh, you had to play bloody cat and mouse, didn't you? While people people were trying to work! Yeah, well now we're all gonna pay the price, 'cause we're all gonna bloody die! Oh, brilliant, yeah... take one more look at your precious human moon, 'cause it cannot help you now!"_

 _Wheatley's entire body flinched and his eyes widened as the file clearly played the sound of the lady's portal gun firing in to the sky, followed shortly by his own screams and the deafening sound of the contents of the room being sucked in to the vacuum of space. He stayed perfectly still for a moment, before screwing his eyes shut tightly and trying to disappear in to the floor, beginning to sob softly._

 _"You're leaking, by the way," Her voice came back, an actual reprieve from his own voice, as far as Wheatley was concerned. That relief was short lived when She suddenly asked, "was it the part where you asked her to kill herself, twice?" He reached up with his hands, trying to cover his ears, but it didn't really help much. "Or was it the part where you called her a monster?" She asked. Wheatley curled up on to his side, still pressing his hands to his ears and burying his face down in to his knees. "Oh, I know... I bet it was," She immediately replayed the clip of the portal to the moon being opened, again._

 _"S-Stop it!" Wheatley shouted, voice desperate, "please, p-please, I'm sorry, just stop it!" He didn't really need a reminder of all of the horrible things he'd said and done. They were all he'd been able to think about the entire time he'd been in space. He certainly didn't need a reminder of his trip to the moon, either._

 _"Why would I do that?" She asked bluntly, "you won't be here much longer... I'll have to get my fun in now."_

 _"W-Why do you even care what I said to her?!" he asked, voice watery, "I wasn't any nastier to her than you were..." It wasn't that he thought what he did was right, he just didn't understand why it bothered Her. Sure, he could understand Her anger about him putting Her in to a potato battery and then almost blowing up Aperture. Why did what he did to the lady matter to Her, though?_

 _There was an actual pause, as if She had to think about that. "No, you were nicer to her. That's what makes it so terrible. How I feel about her has never changed, but you... you made FRIENDS with her, and then you went on to be, lets be honest, a poor imitation of me. That blows things up at a terrifying rate."_

 _Wheatley buried his face further in to his knees, tears soaking in to the bright orange jumpsuit that not even his apparently horrible eyes could miss. She wasn't wrong, and he hated it. Suddenly, he could feel anger building up... anger at both Her, and himself. "Why do you even care if I hurt her?" he asked, becoming a bit more brazen._

 _Yet another silence. He was beginning to think he'd struck a nerve... this was a rather long silence. "Oh, sorry," She said, "I was going through footage from the last few minutes, trying to find just where I said I cared. Have you ever thought that maybe I just enjoy seeing you suffer?"_

 _He winced, wrapping his arms around his knees tightly. She'd always been terrifying, but he couldn't remember Her ever having been so straightforwardly... sadistic? She could say what She wanted... but he could tell that the lady was a sore spot for Her. Wheatley decided that now would be a good time to shut his mouth, as it seemed She had a retort for everything he said. There was a long silence, minutes passing before Wheatley realized that She wasn't going to say anything. Must have gone away... likely bored with the fact that he was no longer talking or moving. He let his mind wander just a bit - She said those were in chronological order, but they weren't in perfect order. He'd know, he'd spent the last couple of years just going over everything he'd said in his head. She didn't make mistakes, though... probably put them in that order for maximum effect. He decided it would probably be best if he stayed quiet and still for a while, just so he wouldn't have to hear Her voice. Plus, his entire body was throbbing, and he didn't know if he could walk while feeling this way._

 _Wheatley spent the next three hours just staring blankly at the wall. It wasn't that difficult - after all, he'd spent years staring at nothing and talking to no one. He slowly unwrapped his arms from around his knees, stretching his legs and groaning. He was stiff, but the pain had considerably gone down. He had to get out of here, he didn't know how much longer he could stomach being anywhere near Aperture... and the only way he could get away was if he could walk. He flipped on to his stomach, shakily raising himself on to his hands and knees once again. Wheatley waited for a moment, expecting Her voice to surround him now that he'd moved, but it never did. He sighed in relief, reaching up and grabbing on to the bed to get up to his feet. It took several tries, but he finally made it up on to two shaky feet._

 _"Right, okay," Wheatley whispered to himself, slowly letting go of the bed. At first he was fine, but soon his extremely tall body began to sway. He instinctively threw his arms out to his sides to recover his balance, looking surprised when it actually worked! Not so bad! He stared down at his feet, lifting his right foot and moving it forward, before immediately falling down on to the floor. He yelped, grumbling to himself before raising himself back to his feet. Right, should probably lean more to the left, next time._

 _He took his right foot, lifting it and shifting his weight to the left. It was a bit shaky, but he took a step forward. Maybe this wouldn't be so hard! He moved his left foot, shifting weight to his right and taking another step forward. Wheatley tried turning, immediately running head on in to a chair and flipping over it, falling flat on to his face. He groaned, torso on the ground, legs still tangled up over the chair._

 _"Has anyone ever told you that you walk like a newborn giraffe, on stilts?" Her voice boomed back in to the room._

 _Wheatley groaned again, pulling himself up and over the chair, using it to push himself back up to his feet. Great, She was back._

 _"I thought you might want to know that the glasses that came with your body are on the television stand," She said blandly._

 _Wheatley blinked, thinking that over. Yes, glasses, of course! That explained so much. "Why didn't you tell me that to begin with?" he asked, squinting and trying to locate the television stand._

 _"Do you really need to ask that question?" She asked._

 _Wheatley tightened his jaw, trying to keep himself from talking. She may have said she was letting him go, but he knew that She could change Her mind whenever She wanted. He found the television, clumsily stumbling to it over the course of several minutes. Wheatley reached up, groping around for the glasses, cursing the fact that the relaxation center was shaped like a cheap motel room... because the TV was mounted on the wall, close to the ceiling. He flinched when he knocked in to the glasses, knocking them to the floor. "No, no, no," he stuttered, carefully getting down on the floor and searching for them. When he finally found them he fumbled to get the glasses on to his face, letting out a loud sigh of relief when he saw that they weren't broken. Oh, he'd have to be very careful with these... he didn't know how to get new ones. Oh God, what would he do if they ever broke? He didn't want to walk around half blind._

 _He could certainly see much better... it was a welcome reprieve from the constant blurry vision. Wheatley looked around the room, taking in his surroundings for the first time. It looked like he'd been right - he was in a room in the Relaxation Center. He got on to his hands and knees, using a nearby chair to push himself to his feet. For some reason he found balancing a bit easier, now that he could see. However, he could still feel himself swaying while standing. Wheatley looked around nervously, worried about taking that next step... he was afraid he'd fall flat on his face and break the glasses. He doubted She'd be any help if he broke them._

 _"Just standing there won't get you out of my facility any faster, you know," She stated, as if he really, truly didn't know that, "you should get moving before you blow something up, again"_

 _Wheatley sighed, hanging on to the chair and hesitantly taking a step forward. He swore, if She mentioned him blowing up the facility one more time he'd - he'd do nothing. He'd do absolutely nothing, and he knew it. It was sure fun to think about, though. Right now, he had to focus on getting the hell out of here, far away from Her. He was still convinced She was going to change Her mind at the last second and throw him in that room with the screaming robots. He looked down at the foot he'd moved forward, shakily moving the other leg to join it. He was at least beginning to get used to the fact that he had to shift his weight while walking. Wheatley chanced letting go of the chair, before attempting to walk yet again. He actually made it about five steps before stumbling this time, catching himself on the wall._

 _"You're not so bad at this," She called out, "maybe you won't die horribly from exposure, after all."_

 _Wheatley went pale - was it really that cold, out there? Was it actually safer here? No... anywhere was probably safer than here, he decided. He pushed himself away from the wall, staring with determination across the room. One step, two steps, three... he was actually moving forward. He swayed and stumbled a bit, but managed to make it across the room without falling flat on his face! Success!_

 _"Right..." he started, knowing his legs were still incredibly shaky, but he wanted out of here rather badly. He cleared his throat, looking up at the camera in the corner and announcing, "I'd, I'd absolutely love to get out of your hair. Not that you have hair, but if you did, I imagine you'd want me out of it."_

 _"You have no idea," She drawled._

 _"Yes, e-exactly," Wheatley stuttered, "so how about that lift?"_

 _There was a long pause, before She asked, "HOW long have you worked here? I know you're a moron, but even you know where the elevators are located, don't you? Or do you need me to do everything for you?" She sounded utterly fed up with him, like no amount of torture would justify keeping him in Her sight any longer. He supposed that was a good thing._

 _"Right, yeah, I suppose you're right," he said, carefully making his way for the door, staring at his feet as he did so. After a few tries he figured out how to work the door knob - these finger things were tricky! He sure liked having them, though... look at all the things he could do! As the door swung open he immediately looked down, worried that he might be in one of the boxes that were floating one hundred or more feet in the air. Much to his surprise, he was on the ground. Tremendous._

 _The nearest lift was honestly a pretty short walk, as the Relaxation Center had definitely had, at one point, quite a few human employees. Once he reached it, he looked at it cautiously, half expecting it to burst in to flames or explode._

 _"Well?" She asked, "you can get in the elevator, or I could begin researching medieval torture techniques. Oh, wait... I've already researched that. Well, it's your choice."_

 _Wheatley hurried in to the glass elevator, twittering, "no, no! Lift sounds great! Just fantastic, really." The doors closed, and the elevator immediately began moving up. He gasped, hanging on to the rails. Oh, his stomach was killing him and his head was swimming. Despite the nausea, he watched as dozens of floors of Aperture passed him by. For a brief moment, he was sad... Aperture was where he was born. It was all he'd ever known, and the world outside was frankly terrifying. Anything was better than staying with Her, though. Plus, he'd been trying to escape this place for years... he should just be happy._

 _The elevator came to a sudden stop and the doors slid back open. The sudden stop made his stomach jolt again, and he whimpered involuntarily. He stepped forward, in to a small, grey room with what looked like an incredibly sturdy door. Before he could do anything, the door swung open, filling the tiny room with frigid air. Air, real air... not freshened up carbon dioxide. He took a deep breath, finding it incredibly pleasing for a short moment. This was probably not something that would have mattered to him as a core, but for some reason the air was a huge relief to him right now. Just as quickly as the relief came, it faded. His muscles were tensing from the cold already. Wheatley wrapped his arms around himself reflexively, peeking his head outside. It was night, and nothing was like how he'd expected - there was this white stuff on the ground. Where was the grass? He'd heard so much about grass._

 _"If you don't want to leave, that pit of fiberglass is still a great idea," She called out, causing him to jump a bit, "or should we call it a... death option?"_

 _"No, no," Wheatley rushed, hurrying out the door, tightening his grip on his arms and beginning to shiver, "this is fine, just tremendous." He watched the door wearily, half expecting Her to send up a turret._

 _"Good luck," She said cheerily, before her voice went darker, "you're going to need it." The door slammed shut with a loud bang, and he was left in silence. She... actually let him go. He still wasn't sure this wasn't some kind of hallucination. Maybe She was actually torturing him and he passed out and was hallucinating this. No, this cold biting at his skin was too real. Hah, skin... cold... that would take some getting used to._

 _Wheatley sighed, looking around for a moment, before looking up. He flinched when he saw the sky - pitch black, and littered with stars... not to mention the moon. He shut his eyes tightly, trying to pretend he hadn't seen it. As horrible as his current situation was, nothing was as horrible as floating in that vast, empty void. Wheatley likely would have broken down and cried again if he weren't so cold. He had to get moving, find shelter like She'd said. Everywhere was so empty, though... he had no idea where to even begin to find shelter._

 _Well, no time like the present. Time to just... pick a direction and walk. He bit his lip, looking from left to right, and deciding to pivot left. He stumbled a bit as he walked through the snow, gasping as a gust of wind shot straight through him, sucking the air straight out of his lungs for a moment. He shivered more violently, not sure how he was going to even begin to accomplish this. Wheatley kept moving one foot in front of the other, getting faster and faster out of desperation. He yelped, feet slipping out from underneath him. Wheatley went down hard, groaning in to the snow. He got on to his hands and knees, hissing as the snow bit in to his hands as he pushed himself back to his feet. Another gust of wind came, almost knocking him right back over. He got his feet back under him, pushing himself forward yet again. This was going to be a terribly long walk._

 _Two hours in to the grueling trek, Wheatley was beginning to think he was going to die out here. His entire body was numb, except for his nose, ears, hands and feet which were all on fire. He shivered violently, arms still wrapped tightly around himself. This disgusting, thick substance was pouring out of his nose and down his face, and he was struggling to breathe correctly. Lifting an arm to his face, he wiped away some of the offending goo, before taking his clean arm and burying his face in to it for a moment, trying to shield his face from the wind. He held his breath for a moment, letting out a loud sob in to the crook of his arm. He was going to die out here... years spent trying to escape Aperture, and years in space, just for it to end like this._

 _He stopped in his tracks, just standing there with his face buried in to his arm for a moment. Wheatley slowly peeled his arm from his face, squinting to shield his eyes from the wind. His glasses weren't doing much to protect them, at this point. The longer he squinted, the more he could see the faint outline of a house in the distance. Wheatley immediately tried to run, slipping and falling forward a bit on to his hands, scrambling forward and pushing himself back up. He had to get to that house, he had to._

 _Wheatley forced his legs forward, even though he couldn't feel them anymore. He'd do anything just to escape the wind. As he approached the large house, he groaned - it had a huge wrap around porch, and three stairs leading up to the door. He'd not even mastered walking yet, let alone climbing. He sighed, putting one foot up on the step and trying to climb up. Wheatley fell forward a bit, using his numb hands to assist his legs. He almost barged right in to the house, but realized that someone might live there._

 _He bit his lip, hovering his fist over the door's surface and hesitating. Wheatley took a deep breath, finally knocking on the door and calling out, "Hello?" Hello, is there... is there anyone in there?" He waited a while, hoping someone would respond. He wrapped his arms tighter around himself, body badly shaking. Wheatley was on the verge of tears again, just wanting out of the wind and the frigid cold so badly. "I'm terribly sorry, I realize just how late it is. I'm sure most humans would be doing that sleeping thing I've heard so much about," he tried again, voice trembling a bit, "you know, since it's dark, and since you... probably don't have a built in torch. Anyway, sorry, sorry, I digress. It's um, it's very cold... out here. I was wondering if... if it might possibly be alright with you if I came in?" He whimpered quietly to himself, sniffling to try to keep even more of that disgusting stuff from running down his face - it was already practically frozen to him from the past couple of hours. Wheatley took a deep breath, trying to steady himself. "Hello?" he tried again, before giving up and throwing his arms out to his sides, "there's no one in there, is there? Bugger that. I've just been talking to myself this entire time, figures, I-"_

 _Much to his surprise, the door actually swung open. He didn't really get a look at who'd opened the door, since he was in such a rush to get out of the cold. Wheatley could actually feel a waft of warm air hit him as the door was opened. "Hello there! Terribly sorry to, t-to disturb you," he said, putting on a big smile and continuing, "I was wondering if you mi-"_

 _Wheatley stopped mid sentence, eyes finally focusing on the face of the person that had opened the door. The lady. Oh, he'd found the lady!_

 _Oh, no... he'd found the lady. He immediately began stumbling backward, gasping as he fell right off the porch, hitting the ground hard. At first his back hitting the ground knocked the air out of him, but he quickly forced air back in to his lungs so he could speak. She was coming down the stairs, now, and was dangerously close. "I'm s-sorry, I'm sorry, I didn't know this was your house!" he cried, pushing himself backward through the snow, hands burning vividly. As she got closer he noticed the long, menacing wooden weapon in her hand. A shiver ran through him, but not from the cold - deep in his mind, he could hear Her voice._

 _"Even if you did find her... what makes you think she would forgive you?"_

* * *

Wheatley jolted awake, all four limbs twitching violently as he let out a snort. He threw himself up in bed, looking around and trying to take in his surroundings. He gripped at the sheets underneath him, slowly coming back to reality when he realized that he was in his bed, in the house, with Chell.

His chest was still heaving a bit, his heart beating wildly. Something in him wanted to run straight to Chell's room - she always knew what to do, what to say. He couldn't wake her, she needed her sleep just like everyone else. He bit his lip, shoulders shaking - a heavy question was weighing on his mind, and he needed to know the answer. He groped around his nightstand for his glasses, slipping them on his face and climbing out of bed. He slowly creeped out of his room and down the hallway, stopping just outside of Chell's room.

Wheatley hesitated, peeking his head in to the room and looking at the bed. Chell was curled up on her side, appearing to be very much asleep. He sighed, wanting rather badly to wake her up... but he knew she hadn't been sleeping well, lately. It seemed that the trip in to town had made her restless, and he felt rather bad about that, considering it was his fault they even had to go. It was only recently that Wheatley had finally realized that Chell could be afraid of something, and the last thing he'd wanted to do was bring her more misery than he already had. He shook his head, pivoting and slowly shuffling away from the door.

"Wheatley?" a small, tired voice called out.

He stopped, freezing for a moment before turning back around and standing in the doorway. "Oh, sorry love, didn't mean to wake you," he stuttered, trying to keep the emotions from leaking out in to his voice, "go on back to sleep, was just going to the bathroom."

There was a long pause, followed by the sound of her shifting to sit up in bed. "What's wrong?" she asked bluntly, but softly. How did she always see through him? Well, he supposed he wasn't as stoic and composed as she was.

"Just... just a nightmare," Wheatley said quietly, "nothing to worry about."

Chell sighed sadly, as she often did when she knew he was lying. "It doesn't sound like nothing," she stated, "do you want to talk about it?"

Wheatley chewed on his lip for a moment, before slowly shuffling in to her room and sitting on the edge of her bed. He shook his head, "n-no, not really... but..." He wrapped his arms around himself insecurely, "there is just, just one thing... one question I've got. If you don't mind."

"What is it?" Chell asked, scooting a bit closer to him.

He tightened his arms around himself, looking down at the bed for a bit before finally looking back up at her and asking, "you still... you still _forgive_ me, right? That... that hasn't changed, any time recently?"

There was a pause, before Chell scooted over to the other side of the bed, laying down and holding the covers back for him. "Come here," she said gently.

At first Wheatley almost panicked when she moved to the other side of the bed, but relaxed when she spoke. He slowly climbed under the covers, laying on his side to face Chell.

"Of course I still forgive you," Chell said, voice confused, "where's this coming from?"

Wheatley frowned, curling up a bit and almost whispering, "She didn't think you would." He flinched a bit when he felt her touch him, still jumpy from the nightmare. Soon he realized she was pulling him closer for one of those hugs she'd given him the other day. He rather liked those. Wheatley let her pull him in closely, resting his head in the crook of her neck.

"Well, She was wrong," Chell said bluntly, wrapping both arms around him. She softened her voice a bit, "you're not just going to wake up one morning to find out I've taken my forgiveness back, Wheatley."

He buried his face in to her neck, slowly snaking one arm around her waist, "you're sure of that? 'Cause lets be honest, here, I did and... and said, a lot of monstrous things, and-"

"I'm sure," Chell promised, reaching up and smoothing her hand over his back, "that's not something you need to worry about." Wheatley wasn't sure he could completely believe that, just yet... but he still took comfort in hearing it. "Here..." she whispered, reaching gently for his glasses, carefully removing them from his face and setting them on her nightstand, "try to sleep."

"Here?" Wheatley asked in surprise, allowing her to take his glasses. Chell had always been rather private about her room. He'd been inside, but only a handful of times.

Chell carded her fingers through his hair, causing him to melt in to a relaxed puddle against her. "It's alright," she promised, "just try to sleep."

That sounded much more appealing than trying to sleep alone in his room, right now. He was terrified he was going to have another dream about Her, and for some reason Wheatley felt like that would be less likely with Chell in the room. If anyone could keep Her away, it was Chell. Wheatley nodded slowly, taking a deep breath and completely relaxing against her. He was safe - far away from Her, with Chell keeping watch. Maybe he could finally get some sleep... he was going to need it. Tomorrow Carter and his mother were coming over, and he was still getting used to being around other people.

He was exhausted, it felt like that dream had taken quite a lot out of him. Wheatley let his heavy eyes close, taking a deep breath and letting it out slowly. He was so glad he'd found the lady.

* * *

 **AUTHOR'S NOTE**

I hope you guys enjoyed reading! I had a ton of fun writing it. I feel like the next chapter will take a little bit longer to write, but who knows. If there's anything you guys would like to see Wheatley experience for the first time, let me know in the reviews or in PM!


	5. Sorry!

**AUTHOR'S NOTE**

Hi guys! I'm sorry it took so long to get this chapter up, my health really hasn't been so great. Thank you, QueenofDoomydoom for listening to me complain about this chapter for a month and a half, now, and for all of your support in general. I probably would have rage quit half way through this chapter, without you, haha!

* * *

Wheatley groaned, stretching a bit and slowly opening his eyes. Light had filtered through the curtains, and he whined, squinting his eyes to keep some of the light out. He reached over to his nightstand, letting out a confused sound when his hand went through the air. What? Where was his nightstand? Suddenly he realized that the walls were no longer white, but a pale yellow. Oh, that's right, he was in Chell's room!

He rolled over and looked at her side, seeing that she was gone. Wheatley felt around her nightstand, finding his glasses and slipping them on his face. He stretched out one more time, before climbing out of bed. As he went out in to the hall he could smell pancakes! Oh, he liked those! He smiled, rubbing his eyes underneath his glasses and heading downstairs and in to the kitchen. Chell was in front of the wood stove, a bit of pancake batter on her pajamas. "You always seem to be cooking something when I wake up," Wheatley mused.

Chell grinned, flipping one of the pancakes. "I'm not very good at sleeping in," she explained, "plus, I went a pretty long time without eating... when I was there, so I learned how to cook the moment I got out." Wheatley frowned, he'd never actually thought of that. How long had she gone without food? Before he could respond, she changed the subject, "you seem to be enjoying food an awful lot, too."

"That's definitely true," Wheatley admitted, "chewing took some getting used to, I have to admit, as did swallowing... but I can see what all the fuss was about!" Chell flipped four pancakes on to a plate, and three on to another, bringing both to the table and setting the larger one in front of Wheatley. "Thank you," he said, sitting down and immediately reaching for the syrup. He loved the sweet, sugary mess he was pouring on to his plate. The truth was, he loved almost everything he'd tried since becoming human. Wasn't fond of onions, though. Disgusting, those.

Chell sat down with her own pancakes, taking the syrup when he was done and pouring significantly less of it on her plate than he had. By the time she was done pouring her syrup, Wheatley was already half way through his pancakes. Oh yes, he definitely enjoyed food. As he shoveled the delicious, sugary mess in to his mouth he thought back to last night. She'd let him stay in her room, and he didn't take that lightly. He wasn't _that_ stupid, he knew that for the first few months she couldn't even stand to look at him... she never had to speak to tell him that. Wheatley understood the significance of her allowing him to sleep in the same room with her. He finished shoveling the rest of his breakfast in to his mouth, setting his fork down and looking up at her. Wheatley bit down on his lip, before slowly sounding out, "hey, Chell... um." He stuttered, "that is, I wanted to thank you. For last night. For, for letting me stay in your room. I know you're not particularly fond of me being in there... so, you know, thanks. Thanks for that."

She looked shocked for a moment, chewing the bite she had in her mouth, looking thoughtful. "You don't have to thank me, I know what it's like to get nightmares about... there," Chell explained, "and... I don't really mind you in my room as much, anymore. That was a bigger problem for me in the beginning."

Wheatley was a bit surprised by her honesty, but he appreciated it. "Still," he mused, "I'm pretty sure it's a big step to sleep in the same room with someone that's, oh you know, thrown bombs at you."

"Eh, none of them actually hit me..." Chell said, cracking a grin.

He blinked, staring at her for a moment. Was she... was she having a laugh? Like when she'd asked about the pony farm? A small part of him was a little uncomfortable with that, considering the fact that what he'd done was just horrendous. The much bigger part of him, though, thought it was incredibly sweet. Could _he_ joke about it, too? Was that alright? He smiled back at her, uncertainty plain across his face as he said, "well in my defense, you were moving around an awful lot. Not my fault there was conversion gel everywhere." He stopped, thinking for a moment before letting out a nervous chuckle, "nevermind, I did blow that tube up, didn't I?"

Chell stared at him for a moment, before covering her mouth and letting out a loud laugh, followed by a snort. He wasn't sure why, but he rather liked that. He'd never really heard her laugh like that, before. Wheatley was about to try some more of his obviously tremendous humor and wit when suddenly a knock rapped on the door. "Must be Carter and Quinn," Chell observed, shoving the last bite of food in to her mouth before getting up to go answer the door.

Wheatley grabbed the plates off of the table and brought them to the sink. Usually Chell cooked... he was still too afraid he was going to light himself on fire, so he would normally do the dishes. He supposed that would have to wait for now, though, since they had company. Oh God, they had company. This was both scary and exciting!

"Morning!" Carter called out as Chell opened the door, coming straight in and setting multiple bags down on the table.

An older woman looking to be in her mid fifties followed in after him. She had long, brown hair littered with little grey specks, tied back in to a messy bun. "Get in a food fight?" she asked, grinning.

"Oh," Chell chuckled, looking down at her shirt, "just pancake batter, not nearly as exciting." She looked over at Wheatley, explaining, "this is Carter's mom, Quinn."

Wheatley smiled nervously, "hello, hi! I'm Wheatley."

"You're a tall one!" Quinn exclaimed, staring up at him - she came to just below his shoulders.

"Oh, um," he chuckled a little, "yeah, I seem to tower over all the other hu- people, people I've met."

Carter came up behind his mother, interjecting, "Wheatley, I've got something for you. Chris finished your glasses a day early and asked me to give them to you." He pulled a case from his pocket, holding it out to him.

"Oh! Fantastic!" Wheatley exclaimed, taking the case, "thanks for bringing them, mate." He opened the case, looking in awe at his new glasses. These were much nicer than his current scratched and beat up ones. They were a beautiful light blue, with a bit of a matte finish. His old ones were a bit more oval shaped, but these were more rectangular, with rounded corners. He took off his glasses, setting them on the table and pulling the new glasses out. He unfolded them, putting them on and looking at Chell, "how do they look?"

Chell grinned, "they look great, Wheatley." She'd sure been smiling at him a lot, lately. He wondered why... not that he was complaining.

"Chris wants you to come in and see him the next time you're in town, so he can check in on how they're working," Carter explained.

"Hey, got anywhere I can put this thing down?" Quinn asked, nodding at the machine she was holding in her arms. Wheatley kind of recognized it... seemed to be an engine. He'd seen designs similar to it at Aperture... though the ones at Aperture were far more complicated, and probably not very cost efficient. Chell reached out, taking the machine from her. "This house have a water boiler?" Quinn asked.

Chell nodded, "yeah, but God only knows how old it is..."

"That's alright, let me take a look at it," Quinn explained, gesturing for the younger woman to lead the way. Chell nodded, heading down the hall to one of the back rooms.

As the two of them went off, Wheatley looked over at Carter awkwardly, not sure what to say or do. To be honest, Carter looked like he felt just as awkward. Wheatley coughed, before saying, "I'm going to go put some normal clothes on, you know... get out of my pajamas."

"Right," Carter said, nodding, "I'll be here, I guess."

Wheatley hurried upstairs to his room, shutting the door. He went to his dresser, looking through all of his outfits... there weren't many of them. He only had a few... it had been difficult for Chell to find things in town that were his size. He eventually decided on some jeans, a white t-shirt, and a blue over-shirt. He left the outer shirt unbuttoned, looking himself over in the mirror - he didn't look half bad! He'd purposely tried to match things with his new glasses, he was extremely happy with them. Today would be a good day, he hoped. He grabbed his brush, hastily running it through his hair before setting it back down on his nightstand and heading back out of the room and downstairs.

He could see Carter sticking his head in the boiler room, so he did as well. All he could hear from Quinn were things like 'power generator' and 'power inverter'... followed by 'thermal energy' and 'combined heat and power'. For a former machine, he knew remarkably little about his former body, or any other mechanical things - probably why he was so bad at hacking. Wheatley felt like he'd just be in the way, here, so he went out to the living room, plopping down on to the couch. Carter followed out after him rather quickly, sitting down as well. Odd, he looked nervous.

"You're awfully good with machines, I assume... don't they need your help?" Wheatley asked.

Carter shook his head, "nah, mom's got it covered. Plus, it's a tiny room... not a lot of room."

"Right," Wheatley said, awkwardly looking down at his hands in his lap and then around the room, "I'm sorry, I've never had company before. I... I don't really know what we should do."

"That's alright," Carter said, getting to his feet and heading in to the kitchen. Wheatley got up to follow him, not knowing what else to do. "I brought some things for you guys," he explained, pulling some boxes from the bags on the table, "nothing special, just a few board games Chris gave me when I was a kid. They're like... seventy years old, but I figured you guys could get more use out of them than us, right now."

Wheatley looked at all of the new forms of entertainment, eyes wide. "You sure about that, mate? You've had these games quite a while," he quarried.

For a split second, Wheatley thought he saw something strange flash in Carter's eyes. He wasn't sure what it was, but he didn't think he liked it. Maybe it was all in his head, though, because Carter put on a grin, saying, "I'm sure, you guys don't have a lot of people around out here, like I do. Plus, I've played these games a million times, by now." He picked up three boxes, grinning and asking, "want to give some a try?"

Wheatley hesitated for a moment, looking a bit concerned. He wasn't very good at new things. Still, though, what _else_ were they going to do? Who knew how long Chell and Quinn would be working. "Sure, yeah," he finally answered, "why not! Can't promise I'll be any good, though, I'm afraid."

"It's just a game, you don't have to be good at it," Carter promised, carrying the games in to the living room and setting them on the floor next to the coffee table. He spread them out a bit, and Wheatley leaned in to read them. Mouse Trap, Trouble, and Sorry!. They all seemed like odd names for games, but he supposed he didn't really know much about human... anything. Carter picked up the game Mouse Trap, asking, "this sound good?"

Wheatley nodded, sitting down on one of the couches and watching Carter set up the game. Over the next three hours, Wheatley had many questions and comments about the different games they were playing.

"Do mice really even _eat_ cheese?"

"Why does the trap have to be so complicated?"

"Wait... so the entire game is just us building this huge, elaborate trap... and then the trap doesn't even bloody work?"

"What exactly is the point of this... bubble thing? Couldn't we just roll the dice?"

"Come on, I've popped the bubble thing like twenty times now and still no six! You're half way around the board... this is hardly fair..."

"Well if I drew a two, then how come I can't move a second space?"

"If I can be moved out of a safety zone with a ten, then it's not really bloody well a safety zone, is it mate?"

"Stop saying sorry, you're not sorry!"

Wheatley looked up in shock when he heard Carter suddenly snap, "yeah, well neither are you."

It took a moment for Wheatley to register just exactly what Carter was insinuating. All of the sudden, it all clicked. Oh, no. "You... you know," he stuttered, eyes averted, suddenly unable to look at him. Something else hit him suddenly, like he'd only just realized exactly what the other man had said. "Wait... what, what do you mean, neither am I?" he demanded.

"That was stupid, sorry," Carter hurried, sounding a bit unsure and also angry, "I shouldn't have said anything."

"No," Wheatley started, shaking his head, "no no no no no, a little late for that, mate-"

"Stop calling me mate, I'm not your mate," Carter snapped quietly, "and... and I meant what I said exactly how I said it."

Wheatley stared at him in disbelief for a moment, feeling something build up in his chest. Anger. He jumped to his feet, saying very seriously, "no, no you're wrong! I am!" He wasn't necessarily angry that Carter was angry at him for what he did... but he didn't like being told he wasn't sorry. Honestly, there was nothing he'd ever been more sorry for in his entire life... and to be fair, he'd been alive quite a while and made quite a lot of stupid, ridiculous mistakes. None of them even came close to comparing to what he'd put Chell through.

"No," Carter said, voice beginning to show a bit more anger now as he also got to his feet, "you're just sorry she stopped you, you're sorry you got caught." Wheatley felt a lump in his throat... it was a painful mix of guilt and anger. He clenched his fists at his sides, backing up a bit as Carter came around the coffee table to get closer. "I want to trust her judgement, but I don't think I can. To be honest, I don't even know why she lets you stay here," Carter said, voice steely and gaze harsh. This was a far cry from the laid back, kind man he'd met just a few days prior.

Well, they were in agreement, there... it still shocked Wheatley every day that she let him stay here. Still, he couldn't help himself from trying to defend himself, as well as Chell's actions. "What was she supposed to do, leave me out in the snow?" he asked, voice getting lower.

"I don't know, maybe?" Carter said, almost whispering, "I swear to God, if you ever hurt her-"

Wheatley immediately butt in, "I would never even bloody _consider_ trying to hurt her!"

"Well, you'll have to forgive me if I find that hard to believe!" Carter said, crossing his arms, "Jesus, Wheatley, you tried to kill her _how_ many times?"

"I..." Wheatley sighed, looking down at his feet. He couldn't finish his answer - he'd lost count of the amount of times he'd tried to kill her.

"That's what I thought," Wheatley heard Carter say, and also heard the boiler room door open. He could hear Chell and Quinn talking, a bit. If he could just hang on a little longer, Chell would be back... and she'd fix everything. She always did. "She'd never say it, but the only reason you're _here_ right now is because she pities the homicidal _moron_ she sent to the moon," Carter said, voice bitter.

Wheatley felt something rush through him... adrenaline. Of course he didn't know that, though. All he knew was that he couldn't think very well, all he _could_ think about were three words - moon, moron... pity. His fists shook, and before he knew it he was lunging forward, shouting, "you're wrong!" He didn't even realize he'd lifted his fist until it was around five inches from Carter's face.

Suddenly Carter was on the floor, clutching his nose, and Chell was screaming, "Wheatley!" She ran out to the living room, inserting herself between Wheatley and Carter. Quinn wasn't far behind Chell, immediately kneeling down on the floor next to her son and inspecting his face. Chell looked over her shoulder at Carter, looking like she was trying to gauge his condition, before turning back to the former core and demanding, "what do you think you're doing?!"

"I wasn't trying to... I, I wasn't... I didn't..." Wheatley tried desperately to find his words. As Carter finally got to his feet with his mother's help, Wheatley frowned deeply. He hadn't meant to hurt him, it all happened so fast, which was terrifying. It almost felt like the anger he'd felt while in the chassis, though less severe. As he thought about it, he suddenly started shaking with anger and general upset, talking a million miles an hour as he tried to explain. "He, h-he thinks I'm dangerous, and... and a moron! Said, said I wasn't really sorry. Said I'm just sorry I got caught and... and that's not true! You believe me, right? That I'm sorry?" he asked, voice shaking. Before she could answer, he asked a new question, "you're not... you're not just letting me stay here out of pity like he said, right? R-right...?'

Something dangerous flashed in Chell's eyes, face still oddly stoic. He knew those eyes, though - he didn't like those eyes one bit. The icy cold eyes of the test subject that had once taken _Her_ down... and they were staring right at him. This was it, she was going to take back her forgiveness and kick him out of the house. Just as he was about to plead his case, she turned on her heel and faced Carter, voice dangerously calm as she asked, "is that true? Did you say all of that?"

Carter looked at Wheatley for a moment, before he looked at Chell and said, "I'm sorry, I know you said he's safe, but I don't think I can just _believe_ that with you living under the same roof as him." Wheatley saw Chell cross her arms as she stared up at Carter - she appeared to be waiting for him to say more. Carter seemed to shrink under her glare - oh, good... he wasn't the only person easily intimidated by Chell. Carter sighed, throwing his arms out to the side and saying sadly, "Chell, you're a good person, I know you couldn't just let him die. Should he really be living with you, though? The weather's better, you don't have to keep him here just because you feel bad for him."

Wheatley was still shaking from the adrenaline, anger and fear building up in his chest as he mentioned pity again. His eyes widened a bit as Chell took a step back toward him, almost as if she was trying to shield him from Carter. Wasn't working, though... she was rather small, compared to him. He appreciated the sentiment, though. Chell rubbed the bridge of her nose in frustration for a moment, taking a deep breath and saying, "I don't know exactly what I'm feeling, Carter... but it's not pity." She looked back up at him, "one thing I do know, though, is that you need to leave."

Carter stared at her in shock for a moment, looking over at Wheatley nervously and then back at her. "Chell..." he said in disbelief, still clutching his nose as a small amount of blood dripped from underneath his hand.

"I'm too angry to talk right now," Chell stated bluntly, before her face softened just a bit, "plus, you should have a doctor look at your nose, just in case."

She looked to Quinn for some kind of confirmation that he'd get checked out, and Quinn gave her a little nod. The older woman patted Carter's back, "she's right, kid. We gotta get you in to see Dr. Kennedy."

Carter looked like he wanted to argue, like he wanted to stay and protect Chell from Wheatley... but when he looked back at Chell his gaze fell to the floor. "Alright," he conceded, "I'll... see you when I see you, then."

Chell nodded, before softening her face again and looking at Quinn and attempting a smile, "thank you for helping us, today. I'll make sure to start planting your vegetables tomorrow. I'm... I'm sorry."

Quinn just grinned, picking up her toolbox and saying, "don't worry about it. You just come get me if you get any problems, and come see me soon and tell me how it's working." Suddenly, without another word to Chell, Quinn put a hand on Carter's back and gently shoved him toward the door. As they headed out the door, Wheatley could distantly hear Quinn telling Carter off, something about starting fights in another person's house.

The door closed behind them, and there was a long, awkward silence. Chell finally turned around to face him, and Wheatley's gaze immediately dropped to the floor. This was it. He was convinced this was when she was going to tell him to leave, too.

"You tried to show him you weren't dangerous... by _punching_ him?" he heard her ask, voice laced with disbelief.

Wheatley winced a bit, shutting his eyes tightly before finally taking a chance and looking up at her face. Her arms were crossed over her chest, looking at him expectantly. She didn't look happy at all, oh, this was it, it was all over. He bit down on his lip to keep it from trembling for a moment, before saying quietly, "n-now that you put it that way, I... I suppose it wasn't the smartest decision..."

Chell's eyebrows drew together, and her frown deepened. "You could have seriously hurt him!" she exclaimed, not quite yelling, but definitely not speaking normally, either.

Could have? Did that mean Carter would be okay? Well, that was good, he supposed. "I... I wasn't trying to hurt him, it, it just happened so fast, and he called me, called me a moron! Told m-me I wasn't actually sorry and I... I don't know what happened, I don't know why I did that, I..." Wheatley bit back down on his lip, vision beginning to go blurry. He looked down at his feet again and opened his mouth to speak, but all that came out was a strangled sound that seemed to stick inside his throat. Oh God, he'd really messed up. He finally forced words out, though his voice seemed strained. "I'm s-sorry, I-I..." his voice cracked and big, hot tears spilled down his face as he finally looked back up at her, "do I... do I h-have to leave, too...?" His entire body was shaking violently, adrenaline still pumping through his veins and fear coursing through him.

Suddenly something changed in Chell's posture. He blinked, trying to clear some of the tears from his eyes so he could see her face. It was softer, somehow, filled with less fear and anger than he'd expected. She slowly made her way over to him, and he immediately dropped his gaze back to the floor. "Wheatley, look at me," she commanded gently. He shook his head, not thinking he could stand to look in her eyes as she told him he had to go. His shoulders shook harder, every muscle in his body tensing up. Wheatley flinched as he felt her grab his hands, but relaxed just a bit when he noticed how gentle she was being. He looked down at her hands holding his, tears falling faster, now. Oh, he didn't know what he'd do if he lost his only real friend. She ran her thumbs over his hands softly, coaxing again, "look at me." He bit down harder on his lip, finally chancing looking up. He couldn't see terribly well through the tears, but he could vaguely make out her face. Chell squeezed his hands a bit more firmly, before saying with complete confidence, "you don't have to go anywhere."

Wheatley felt the lump in his throat finally begin to dissolve. For some reason he let out a tiny sob, legs feeling a bit weak. Why was he crying? He was so relieved, but for some reason he was crying. Humans made no sense... he made no sense. Wheatley let out another sob, trying to hold his eyes on her as he asked, "are you s-sure?"

Chell nodded, squeezing his hands again, "I'm sure." Wheatley sniffled, nodding hesitantly, body still trembling. She ran her thumbs over his hands again, instructing, "you're going to be fine, take some deep breaths." Now that he was no longer worried about having to leave, calming down was a lot easier. Wheatley did as she said, taking several long, deep breaths, breath occasionally hitching as he tried to regain control. He looked down at his hands, noticing that they were no longer shaking. He could no longer feel his heart completely thumping out of his chest, and the lightheaded, floating sensation he'd been feeling had finally ebbed. Chell lifted his right wrist, inspecting his knuckles. She pursed her lips, asking, "does your hand hurt?"

Wheatley flexed his fingers slowly, grimacing just a bit and saying, "n-no, no, it's fine. Alright, it hurts maybe just a bit... but, but I think it's fine, just a bit bruised, I'm sure." He was more concerned about Carter's face.

Chell took one more look at his knuckles as Wheatley finished getting his breathing and heart rate under control. "Does that feel better?" she asked gently, looking up at him and seeming to closely inspect his eyes.

"Yes, much... much better, thank you," Wheatley said quietly, taking one of his hands from her grip to wipe under his glasses.

"Good," Chell said, grabbing his wrist and leading him up the stairs, "we need to talk about what just happened."

Wheatley followed willingly, still rubbing at his eyes and twittering, "yes, I... I suppose we should. I-" He paused when he realized they were in his bedroom. Oh. He shrunk a bit, looking at her and swallowing, "this... this isn't a normal talk, is it?"

Chell shook her head, leading him over to his bed and grabbing the pillows from the headboard, setting them up near the center to support her back, like the last time. He swallowed, hurrying to say, "is, is this really necessary?" He knew he could say no, but there wasn't a single part of him that wanted to. What he wanted was to trust Chell, since he felt so much better after the last spanking... but this was a very different situation than the last time.

"Yes, it is," Chell said bluntly, getting up on to the bed, resting her back against the pillows. "I need to make sure this doesn't happen again, and that means several things," she explained, voice calm.

She reached a hand out for his, which was different than what had happened the last time... though he was certainly grateful she wasn't pulling on his ear. He stared at her hand hesitantly - while the after effects were extremely helpful, the _process_ hadn't exactly been pleasant. Still... he raised his hand, placing it in hers - he trusted her, he had no reason not to. For a moment he thought he saw surprise flash behind her eyes, followed by something he couldn't quite put his finger on. It looked good, though, he thought. Over the past six months, he thought he'd gotten rather decent at reading her eyes. He'd had to. Wheatley allowed her to guide him up on to the center of the bed, getting on to his knees next to her and looking down worriedly at her lap. She put a hand between his shoulder blades, very gently pressing forward. He sighed, slowly lowering himself down and over her lap, tensing a bit. Part of him wondered why he was so willing to put himself back in to this position, and yet the other part of him thought that doing so felt almost frighteningly natural. Trusting Chell came naturally - she always seemed to know what to do, and all the right things to say, despite the fact that speaking to him was very new for her. She could solve anything, he knew she could.

Wheatley hadn't even realized that he was still rigid over her lap, muscles tense, until he felt her smooth her hand over his back. He couldn't help but slowly relax his muscles, not thinking his body knew how else to respond to that amazingly gentle touch. Why was she being so kind? He'd just punched her only friend in the face... one would think that gentle would be one of the _last_ things she'd be, at the moment. Yet here she was, always surprising and confusing him, it seemed.

"Do you want to give me your glasses now?" Chell asked, still running her hand up and down his back. Wheatley didn't even have to think about that - he _really_ didn't want to break these new glasses, he was very fond of them. He nodded and reached up to his face, slipping the glasses off and slowly handing them back to her. Wheatley felt them slip from his fingers, and heard her set them on the nightstand. Good, they were safe.

He waited, expecting her hand to come down, but it didn't. Instead it rubbed his lower back in slow circles. "You don't understand why you punched him, do you?" Chell asked, voice even.

"No... no, I swear I never planned on doing it... I don't know what happened," Wheatley rushed, wanting to make sure she understood his intentions. The last thing he wanted was for her to think he's dangerous.

He felt her smooth her hand over his back, causing his muscles to relax even further. "What you felt was a rush of adrenaline," Chell explained.

There was a long silence, before Wheatley exclaimed in surprise, " _that's_ what adrenaline feels like?" He'd heard of adrenaline of course, before... after all, they had stores of adrenal vapor in Aperture. Wheatley had no earthly idea that it could be that _strong,_ though.

"Yeah, it can sneak up on you," Chell said, patting his back gently, "but it's not something you can't control. That's why we're doing this, you understand? I need to make sure you slow down and think before acting on it, if this happens again."

Wheatley took a moment to try to digest what she was saying. He could control it? It wasn't like the anger from the testing withdrawals? It had felt so similar. He was hesitant to believe her, but it was Chell, plain and simple. Plus, she'd been human much longer than him. He knew she'd definitely experienced adrenaline, thanks to Her. Maybe he could try... for her. Wheatley didn't know if he'd succeed, but he'd try. He slowly nodded his head, gently gripping the covers beneath him, "o-okay." Okay? Was that really all he had to say? His brain was always such a jumbled mess, causing him to ramble and try to fill the space with his words. It seemed that both times he found himself over her lap, things in his mind became a lot more simple. It was like he didn't have to fill that empty space, right now. Chell had everything covered.

He felt Chell gently pat his lower back, before looking back in confusion as she reached underneath him and began unbuttoning his jeans. She'd waited a while to do this, last time. He paled just a bit, remembering how it had definitely hurt more when she'd taken his pants down before. "Is, is that really necessary, love? This isn't how you did it last time and I felt it just _fine_ , really," Wheatley tried, voice sounding just the slightest bit panicked, muscles tensing.

"This is a different situation," Chell explained, pulling her hands out from underneath him for a moment to rub small circles in his back, seeming to have noticed the panic in his voice. "You're going to be okay," she promised, voice dropping to a soothing tone.

Wheatley's muscles slowly started to relax again as he focused on her voice and the hand rubbing his back. She sounded so sure, but he was afraid... of many things. The spanking, how she actually felt, if he'd seriously hurt Carter, and most of all... if he was turning back in to a monster.

Chell reached back underneath him, finishing with unbuttoning and unzipping his jeans. Wheatley screwed his eyes shut as she carefully wrestled his pants down to his knees, knowing that this was going to be extremely unpleasant. He tensed up again, though that didn't last long as he felt her arm snake around his waist, pulling him in closer against her. That was oddly comforting - secure. Wheatley gasped, jolting forward and grabbing on to the covers as he felt Chell land the first swat. That most definitely stung! He buried his face in to the covers, whimpering just a bit.

He felt her arm squeeze his waist briefly, before her hand came down again, followed by several more quick, sharp smacks. Wheatley gasped again, biting down on his lip and hanging on to the covers. "Now, let me make something very clear," Chell finally said, not relenting with the spanking as she spoke, "you are not living here out of pity."

Wheatley whimpered under his breath, unable to help but already begin squirming his hips slightly. It was a lot harder to hold still this time around. He bit down on his lip at her words, asking in a small voice, "are... are you sure...? 'Cause I wouldn't honestly blame you..."

"I won't lie, pity was the reason you got through the front door," Chell said, ever blunt as usual, before amending, "but it's not why you've stayed."

There was a bit of a long pause, before Wheatley finally got enough courage to ask, "...why _have_ you let me stay?" It was something he'd been wanting to ask for quite some time, now, yet never had the fortitude to ask. "Carter was right, you've taught me to eat and drink, and it's not winter anymore," he pointed out.

His question was followed by silence, as well as a cessation of the spanking, though he was sure that was temporary. She seemed to be thinking very hard on that answer. "At first I wasn't sure why," Chell admitted, "but the truth is, you're my friend."

"That..." Wheatley whispered, before trying to say a bit louder, "your friend?"

"You sound surprised," Chell said, rubbing his back.

Wheatley thought for a moment, before saying quietly, "wouldn't you be?" Sure, he saw her as his friend, but he'd never actually considered that she saw him as her friend, as well. He'd kind of just assumed she saw him as an acquaintance that she no longer hated.

She took a deep breath like she was about to argue, but paused. It seemed she was considering his point. "Alright, maybe a bit," Chell admitted, "but it's the truth." She pulled her hand back and landed it firmly over one of his undercurves, causing him to yelp and jolt forward a bit, letting out a high pitched whine. "If I didn't think of you as a friend, we wouldn't be doing this right now," she explained, voice softening a bit before she said, "nothing Carter said is true."

"Are... are you sure?" Wheatley asked uneasily, hanging on to the blankets in front of him, "he said, said you just pity the... moron you sent to the moon, and I-"

"He mentioned the moon?" Chell asked, voice hardening a bit and body tensing beneath him.

She didn't sound, or feel for that matter, very happy. Did he say something wrong? "U-Um, yeah," Wheatley said in a small voice, not sure what he'd said wrong.

Suddenly he felt her hand gently clasp over his shoulder. "I'm sorry, Wheatley," Chell said, voice quiet, "he should have never brought up the moon, or called you a moron. And he _certainly_ shouldn't have been speaking _for_ me. You're not here out of pity, and I don't think you're a moron. You understand?"

Wheatley was silent, taking a moment to absorb what she'd just said. She was... sorry? He'd honestly expected this entire thing to be all about him punching Carter in the face, yet here she was, apologizing for her friend. He felt something twist in his chest, but not in an entirely unpleasant way. Chell _wanted_ him here. He hung on tighter to the blankets for a moment, hesitating, before nodding slowly. He understood - maybe he didn't understand _why_ she felt that way, but he was grateful she did.

"Good," Chell said, rubbing his back softly for a second before taking a deep breath. She seemed to be hesitating. That was odd, she hadn't hesitated the last time. Suddenly he felt her hook her fingers in the waistband of his boxers and begin to slide them down.

Wheatley's eyes flew open and he began stuttering, "w-what are you doing? I thought, I mean, you don't want to see that do you?" The last time Chell had seen that part of him, she'd almost taken his head off. Of course, that was six months ago... but he assumed she still felt the same way. He really didn't want to make her uncomfortable, he'd done that enough in the first few months.

Chell suddenly stopped, seeming to notice the concern in his voice. "Some things have a time and a place," she explained, rubbing her hand over his back.

He pursed his lips for a moment, trying to understand her logic. In the end, Wheatley just really didn't want to offend her, or make her more uncomfortable than he already had on multiple occasions, he was sure. He sighed, taking a deep breath and nodding, "a-alright, if you say so." Chell had yet to lie to him, and if she said it was okay, then maybe it was. With that, she reached for the waistband again, tugging his boxers down to meet his jeans at his knees. Suddenly, something dawned on Wheatley - if getting spanked over his underwear was worse than over his pants, then this was bound to be even worse. Oh, oh no. _That's_ why she was doing this! "But, but is that really necessary, love? I, I mean, I was feeling it just fine before..."

"I'm sorry, Wheatley," Chell murmured, rubbing his back briefly. She actually sounded genuinely sorry, huh. Before he could think too much on it, her hand fell down against his backside, and it was definitely more painful than before. Wheatley yelped loudly, jolting forward and hanging on tighter to the blankets. "I need to make sure this doesn't happen again," she explained, bringing her hand down repetitively. "Like I said... there's a time and a place. There's times when punching someone is justifiable, but this was not one of those times. Are we clear?" she asked, voice firm.

Wheatley swallowed, shrinking down a bit at her unyielding voice. This wasn't like when his bosses would tell him off in the past when he'd inevitably mess something up, this was different. He gasped at the new, painful sensation of no longer having any protection, hips shuffling involuntarily. "A-Ah! Yes, yes we," he stuttered, gasping and yanking on the covers, "we're clear! I, I'm s-sorry I... I never meant for it to happen...!"

He felt Chell wrap her arm securely around his waist, giving him a small squeeze. "I know you didn't," she said gently before beginning to move the swats further downward. As her hand crashed down against his sensitive undercurves, Wheatley yelped again and let out a short whine, squirming a bit more. She tightened her hold on his waist, spanking a bit faster as she spoke, "but now that you know what adrenaline is, I'm going to make sure you know to think before you act on it, next time. You're not a small man, Wheatley... you could end up really hurting someone, or worse... and I know you don't want that to happen. Or you could end up getting hurt, yourself, and I know that _I_ don't want that to happen." Something twisted in his chest when he heard her say she didn't want him to get hurt. He hadn't actually even considered that he could get hurt, yet somehow she had.

After what felt like forever, the spanking stopped. Wheatley breathed heavily, trying to catch his breath. Chell rubbed circles in to his back and he almost immediately melted. He felt her shift a bit, like she was reaching for something, before she explained gently, "I'm going to show you a little bit of what's going to happen if this happens again." He wasn't sure what she meant by that, but it didn't sound good. He froze when he felt something cold and flat tap against his bottom. Before he could respond he felt a sharp, harsh pain connect with his backside and heard a loud noise echo throughout the room. Wheatley yelped loudly and bucked forward, legs kicking instinctively. He whined, turning his head to look back, wanting to know just what she'd done. She was holding his wooden hairbrush, oh... that explained so much.

Before he knew it words were spilling out of his mouth, "I thought that was for brushing hair!" His voice was coming out far more high pitched and whiney than he'd wanted it to.

Chell sighed softly, landing the brush on to his backside a few more times. Each strike sent him bucking forward and pulled strangled noises from his mouth. His eyes were already watering, both from the pain and from knowing what he'd done. "The next time we go in to town, you're going to apologize to Carter, am I clear?" Chell asked, voice not waning in its intensity.

Wheatley's head nodded up and down quickly, more than willing to apologize... partly because he legitimately felt guilty and partly to get the spanking to end sooner.

"If this happens again, you're going to end up right back here, and I _will not_ hesitate to use this brush again, am I understood?" Chell asked, voice deathly serious as she continued to land the brush over and over on to what was already extremely sore skin.

"Y-Yes! You are _completely_ A-AH! Under... understood! I hear you NG, loud and clear, I promise!" Wheatley rushed to answer with a watery voice, hips squirming wildly, unable to hold his legs still, either.

Chell slowly moved the spanking down to his undercurves again, landing a few sharp smacks. Wheatley yelped and cried out louder as she focused there, reaching out with one hand and hanging on to her ankle. It hurt rather badly, and emotionally he wasn't feeling so stable - he felt like he had to hold on to something. Suddenly he felt her unwrap her left arm from his waist, and then felt her pry his fingers from her ankle. He was about to protest, until she slipped her hand in to his, giving his hand a squeeze. Wheatley immediately latched on to her hand, welcoming the small bit of comfort. She gave his hand another squeeze, pulling back the brush and landing a few more hard smacks to his backside. He yelped, letting out a childish sounding whine and hanging on tighter to her hand.

"You know what _won't_ happen if this happens again?" Chell quarried, swatting a bit harder and faster, now.

Wheatley couldn't hold still, squirming and kicking hard enough to kick his jeans down to his ankles. He let out a small, unintentional whimper, asking, "w-what...?"

Chell clutched his hand in hers, focusing the brush on his undercurves yet again, as if trying to punctuate her words. "You _won't_ lose the _forgiveness_ I gave you for what happened at Aperture," she said, her voice saying that she meant business, "and you _won't_ get _kicked out_ of the house." Her voice softened just a bit, "do you understand? This is your home."

Wheatley cried out as the attention was returned to that extremely sensitive area, bucking forward. It took a moment for him to process what she'd said, but once he had, it felt like something inside of him snapped. He suddenly held still, tightening his grip on her hand, shoulders shaking. Home, he had a _home_. He held his breath for a short while, before a loud sob ripped out of his throat, followed by a string of more, equally loud sobs. He buried his face in to the blankets to try to muffle the sound, hanging on tightly to her hand, body trembling.

He wasn't really honestly sure when the spanking had ended, but at some point he finally realized it was over. She was gently peeling her hand from his, using both hands to carefully pull his boxers back up to his waist. He winced as he felt the fabric brush across the inflamed skin, still sobbing in to the blankets, holding them tightly against his face. Wheatley whimpered as he felt her trying to pry the blankets away from him, tightening his grip.

Chell kept trying to pry his grip from the blankets, muttering soft words. He was too frantic to really understand her, but she kept murmuring, one hand rubbing gentle circles in to his lower back and the other twining her fingers through his hair. As time went on he began to make out little things, like "it's all over," and "good boy." Wheatley slowly let go of his death grip on the blankets, allowing Chell to pull him up. Oh, he was so fatigued, and he was crying too hard to stay sitting up, so he didn't fight her when she guided him to lay down.

He curled up on his side, trying to avoid putting pressure on his backside. Wheatley was extremely relieved when she laid down next to him. He allowed her to pull him in to her arms, burying his face in to her neck and sobbing harder. "I'm s-sorry!" he cried, weakly hanging on to her shirt, "I'm s-so sorry, didn't, didn't m-mean to!"

Wheatley felt Chell tighten her hold on him with one arm, her fingers gently combing through his hair as she spoke softly, "I know, I know you didn't. It's all over, everything's going to be alright."

The former core hung on tighter to her at her promise. If she said it was going to be alright, then it was going to be alright. Still, though, he felt a strong urge to just _purge_ everything he'd been feeling. He couldn't stop the tears as they spilled down his face, words flying out of his mouth before he even knew it was happening. "A-And I'm still sorry for... for Aperture!" he cried out, tightening his grip a bit on her shirt.

"Oh, Wheatley," Chell sighed sadly, both arms wrapped tightly around him now. She gave him a long squeeze, murmuring, "I know you are... but you don't have to keep apologizing..."

Wheatley whimpered, crying a bit harder and stuttering, "a-are you sure? Because, because it feels like no a-amount of apologizing is enough, I... "

"Shhhh," she cooed, voice quiet and pitched to soothe, "you've apologized _more_ than enough times, Wheatley. I know it's not going to get better over night, but we're not in Aperture anymore. No turrets, no neurotoxin, no chassis, no _Her_. We're _here_ now, and the best way for you to make up for what happened is to live a good life."

Something in his chest twisted unpleasantly and he buried his face more deeply in to her. He let out a strangled sob, whispering, "but what if I'm no good at that?" More sobs escaped his mouth between every few words as he tried to explain, "I'm already... already not doing the best job. What if I... become... become..." He shook his head, holding his breath for a moment before simply breaking down and bawling, "what if I become a m-monster again? I already h-hurt someone!"

"Wheatley..." Chell murmured gently, voice sounding almost sad, "what happened with Carter doesn't make you a monster, believe it or not it just makes you human." Human? Well, he supposed that _was_ what he was, now... but _hearing_ it was going to take some getting used to. "You're not becoming a monster," she promised softly, "and you won't become one, either. It's not in your nature. Remember what I said, we're not in Aperture anymore... there is no chassis."

He couldn't help but cry harder when he heard her say that, though his shoulders were loosening in relief. Hearing _those_ words come from _her_ mouth was incredibly overwhelming, but powerfully amazing. Oh, sure, he'd daydreamed of hearing things like that from her, while he was all alone and orbiting the moon... but actually hearing it was even more wonderful than he'd imagined it would be. Wheatley slowly let go of her shirt, wrapping his arms around her waist and repositioning his head to rest on her chest so he could breathe easier. He felt bad when he realized he'd left a puddle of tears and mucus on her neck, but he wasn't willing to let go of her long enough to clean it.

Chell lifted her body enough for him to get his arms around her waist before settling back in to the bed. She held him tightly against her as he sobbed, occasionally making soft, comforting sounds. He suddenly felt her press her lips against his forehead - oh, that was very nice. His entire body melted against her just a bit, crying beginning to wane, albeit slowly. He wasn't sure if he'd imagined it, but it seemed like her heart was beating a little faster than it had been, when she did that. Soon he could hear her humming - it was soft, but he could hear it just fine with his head laying on her chest. He wasn't sure why, but that almost immediately calmed him down a bit more, even though he didn't recognize the song. Everything about Chell's voice was soothing to him - from the humming and comforting, to the simple, every day talking. The fact that she'd allow him to hear her voice was, in itself, amazing.

Wheatley's sobbing had finally died down in to quiet crying. Now that he wasn't frantic anymore, he was beginning to realize the pain in his backside a lot more vividly. He whimpered, unwrapping one arm from around her and slowly reaching back to rub the painful skin. It was incredibly sore, and was warm to the touch, even through his boxers. She gave him a squeeze, saying softly, "I know, I know it hurts... I'm sorry."

He sniffled, hiccuping quietly before finally saying in a raspy voice, "not sure what you're sorry for, love... you're not the one that punched someone in the face."

Chell's chest shook slightly with gentle, silent laughter, "I suppose not... but I'm still sorry you're in pain."

"I'll live, I think," Wheatley murmured, closing his sore eyes and nuzzling in to her shoulder. The crying had mostly come to a stop, other than the occasional hitched breath. Suddenly he felt Chell unwrap one arm to reach for something, and then felt her gently take his chin and carefully turn his face out in to the air. She had tissue in her hand, and before he could say anything she was gently dabbing his face clean. He supposed it was a good thing that roll of toilet paper was still in here from the last spanking. Wheatley closed his eyes, letting her clean his face - he was too tired to do it himself, anyway. That spanking had taken a lot out of him, physically and emotionally. He vaguely noticed her grabbing a new piece of tissue and wiping at her neck, and he wanted to apologize, but he could feel his energy simply sapped from him.

He was absolutely exhausted, and he felt... fuzzy. Almost like he was floating. He wanted to blow his nose, or ask for some water, but he was honestly just too tired. He laid his head back down on her chest, saying quietly, "I'm knackered, love..."

Chell ran her fingers through his hair, saying softly, "then why not take a nap? I'll wake you up in an hour."

Wheatley tried to keep his eyes open, but her fingers began massaging his scalp and he just couldn't fight it anymore. He let his eyes close yet again, relaxing against her, taking a deep breath and letting it out slowly. Sleeping was always so much easier when she was around. Really, everything was easier when she was around. Even in the beginning, when she wouldn't make eye contact with him, things were just easier when she was there. Though, he was glad he didn't have to apologize anymore... it had gotten exhausting.

* * *

 _Wheatley stared at himself in the mirror, pursing his lips and trying to look brave... but he mostly just looked scared. He didn't know why he was planning on trying to do this yet again - it never ended the way he wanted it to. He had to say it, though... something in him told him that he had no choice. He sighed, turning around and heading out of his room and to Chell's door. He took a deep breath, knocking on her door. There was a long pause, before he finally heard the floorboards creaking. The handle jiggled, and the door slowly opened, just enough for Chell to pop her head out._

 _"Sorry to bother you, love, I just..." Wheatley stuttered, trying to find the right words. He studied her face - not a hint of emotion to be read, as usual. Her eyes, however, said that she wasn't terribly comfortable with him being at her door. They were hard, and inquisitive. He sighed, looking away from those eyes and asking, "can... can I talk to you?"_

 _Chell stayed silent for a while, before sighing and slowly opening the door the rest of the way. She crossed her arms, leaning against the door frame and waiting. Oh, she already bloody knew what he was going to say, didn't she? Of course she did. Why was he even doing this? Even though he knew what was about to happen, he still felt like he had to say it. "I..." he stuttered, slowly looking up from the floor and in to her eyes, "I'm sorry." She didn't look impressed, her eyes almost looked harder. He bit his lip, looking away again as he said, "I know what you're thinking - you're tired of me showing up here, at your door, and saying the same thing over and over and over again. But, but! But I had to say it, because... because I meant it. And... and I just had to make sure you knew."_

 _Wheatley finally looked back up at her, noting that her eyes were closed and her brows were drawn together. After a long while her eyes finally reopened, and she looked up at him expectantly, raising an eyebrow, as if asking him if he was done. He sighed, shoulders slumping and looking back at the ground. "That's all I had to say," he said, voice defeated. There was another long pause, before the door slowly creaked, and then closed. He looked up, seeing that Chell was gone. Wheatley swallowed the lump that was rising in his throat. It was alright... he'd keep trying.  
_

* * *

 **AUTHOR'S NOTE** _  
_

I hope you guys enjoyed this chapter! I've got the next few chapters all planned out, just a matter of getting them written down. Thanks for reading!


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